Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, Purchaser fails to timely complete Settlement or otherwise materially breaches fails to perform any of its representations, warranties covenants or agreements obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser and retain the entire Deposit as liquidated damages, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specific performance of this Agreement by Purchaser (and receive reasonable out of pocket costs in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchaser, Seller shall not be precluded from thereafter electing the remedy set forth in clause (ii) above or, alternatively, Seller may elect to terminate this Agreement by written notice to Purchaser and retain the Deposit as liquidated damages. Notwithstanding anything herein to the contrary, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be immediately paid promptly delivered to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives thereafter neither party to this Agreement shall have any right to recover the balance of the Purchase Price, further rights or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaserobligations thereunder; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right recourse against Purchaser with respect to elect waiver of such uncured default and proceed to Settlement, (cx) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (dy) Seller’s rights any obligation of Purchaser under this Agreement or remedies with respect any document delivered at Settlement that requires performance after Settlement or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to any Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the foregoingoccurrence of Purchaser’s default. Purchaser Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall in be deemed a waiver by it of its right to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereofthereon or interest therein, and Purchaser hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser Nothing herein shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, Purchaser fails to timely complete Settlement or otherwise materially breaches fails to perform any of its representations, warranties covenants or agreements obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser and retain the entire Deposit as liquidated damages, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specificperformance of this Agreement by Purchaser (and receivereasonable out of pocket costs in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchaser, Seller shall not be precluded from thereafter electing the remedy set forth in clause (ii) above or, alternatively, Seller may elect to terminate this Agreement by written notice to Purchaser and retain the Deposit as liquidated damages. Notwithstanding anything herein to the contrary, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be immediately paid promptly delivered to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives thereafter neither party to this Agreement shall have any right to recover the balance of the Purchase Price, further rights or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaserobligations thereunder; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right recourse against Purchaser with respect to elect waiver of such uncured default and proceed to Settlement, (cx) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (dy) Seller’s rights any obligation of Purchaser under this Agreement or remedies with respect any document delivered at Settlement that requires performance after Settlement or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to any Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the foregoingoccurrence of Purchaser’s default. Purchaser Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall in be deemed a waiver by it of its right to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereofthereon or interest therein, and Purchaser hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser Nothing herein shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Seller’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit Purchaser shall be immediately paid deemed to Seller. Such payment or delivery of the entire Deposit be in material default hereunder prior to Closing, Seller shall be deemed entitled to terminate this Agreement and to immediately collect the Xxxxxxx Money as liquidated damages for and as Seller’s sole and exclusive remedy. Purchaser and Seller agree that the damages that Seller will suffer in the event of Purchaser’s default and the receipt hereunder are impossible or very difficult to estimate with any degree of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereofcertainty, and the right Xxxxxxx Money is a reasonable estimate of what those damages will be and is not intended as a penalty. Purchaser shall be deemed to pursue be in material default hereunder if Purchaser fails to meet, comply with or perform any material covenant, agreement or obligation on its part required in this Agreement within the time limits and in the manner set forth in this Agreement and fails to cure same within fifteen (15) days, or such additional time reasonably necessary if Purchaser cannot cure such breach within the initial fifteen (15) day period, after its receipt of written notice of any such failure, if any representation or warranty made by Purchaser herein that is not qualified as to materiality shall be untrue or incorrect in a material respect, if any representation or warranty made by Purchaser herein that is qualified as to materiality shall be untrue or incorrect in any respect, as of the effective date of such representation or warranty. Notwithstanding any other remedy permitted at law provision of this Agreement, so long as Seller is not in material default under this Agreement, in the event of the failure of a condition set forth in Section 7.2(b), 7.2(c) or 7.2(e) of this Agreement to be satisfied on or before the End Date, then Purchaser shall be deemed to be in equity against Purchaser; providedmaterial default under this Agreement and if Purchaser fails to cure same within fifteen (15) days after its receipt of written notice of any such failure, however, that Seller shall be entitled to immediately collect the foregoing Xxxxxxx Money as liquidated damages as Seller’s sole and exclusive remedy. The provisions of this Section 11 8.5 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives survive the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowthis Agreement.

Default by Purchaser. If In the event that Purchaser defaults in its obligations to consummate the transactions contemplated by this Agreement for any reason other than: (x) Seller’s default hereunder, (y) a failure of a condition precedent to Purchaser’s obligations hereunder or (z) the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, without prior to Closing, Seller shall have the right to do so terminate this Agreement and receive, liquidate (by Escrow Agent drawing upon the Acceptable Letters of Credit) and retain the Deposit as liquidated damages and as Seller’s sole and exclusive remedy for a breach of Purchaser’s obligations under this Agreement prior to Closing. Thereafter, except for Purchaser’s obligations which by their terms survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. Purchaser and Seller acknowledge that the damages to Seller in default the event of a breach of this Agreement prior to Closing would be difficult or impossible to determine, that the amount of the Deposit represents the parties best and most accurate estimate of the damages that would be suffered by Seller if the transactions contemplated by this Agreement should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Purchaser reasonably estimate would exist at the time of such breach. Notwithstanding the foregoing, if Purchaser fails to perform its obligations hereunderpursuant to this Agreement that survive Closing or the earlier termination of this Agreement, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to then Seller shall be deemed liquidated damages for Purchaser’s default entitled to pursue any and all remedies available at or law or in equity, as a result of such default, including, without limitation the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance damages against Purchaser, including, without limitation, damages suffered by Seller and/or its direct and indirect partners as a result of the Purchase PriceTrust not qualifying as a REIT for the Trust’s taxable year beginning January 1, or any part thereof2006, and the right subject to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing Section 6.3. The provisions of this Section 11 7.1 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with survive Closing. With respect to any of the foregoing. default by Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereofafter Closing, Seller acknowledges and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit agrees that Seller’s remedies under sole remedy shall governed by the terms of Section 18(i) below6.2 hereof.

Default by Purchaser. If In the event the Closing and the transactions contemplated hereby do not occur as provided herein by reason of the default of Purchaser or a breach by Purchaser of any representations or warranties made by Purchaser under this Agreement, and provided that such default or breach is not cured by Purchaser within ten (10) days of receipt of notice of such default from Seller, (including without limitation, Purchaser’s failure to comply with the requirements of Section 9.1 hereof), without Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Therefore, Purchaser and Seller hereby agree a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Membership Interests is and shall be, as Seller’s sole and exclusive remedy (whether at law or in equity), a sum equal to the Deposit and Interest accrued thereon. Upon such default or breach by Purchaser and failure to close as required hereunder, Seller shall have the right to do so receive the Deposit and Interest accrued thereon from the Escrow Agent, in default accordance with the terms and provisions of Section 3.2 hereof, as its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit sole and exclusive remedy and thereupon this Agreement shall be immediately paid terminated and neither Seller nor Purchaser shall have any further rights or obligations hereunder except with respect to Sellerthe Surviving Termination Obligations. Such payment or delivery The amount of the entire Deposit to Seller and Interest accrued thereon shall be deemed the full, agreed and liquidated damages for Purchaser’s default and failure to complete the receipt purchase of the Membership Interests, all such funds other claims to damages or other remedies being hereby expressly waived by Seller. Notwithstanding anything in this Agreement to the contrary (i) from and after the Closing, nothing contained herein shall be limit Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted remedies at law or in equity against Purchaser; provided, however, that as to the foregoing provisions of this Section 11 Surviving Termination Obligations and (ii) Purchaser shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives have the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes cure any such claims against default or breach by paying the PropertyPurchase Price at Closing, includingexcept in connection with a default or breach relating to Sections 7.1, but not limited to7.2, the filing 7.6 or recording of any lien7.7, lis pendens13.1, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, 14.1 and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below16.8.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller Se ller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereofthereo f, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If In the event that Purchaser defaults in its obligations to consummate the transactions contemplated by this Agreement for any reason other than: (x) Seller’s default hereunder, (y) a failure of a condition precedent to Purchaser’s obligations hereunder or (z) the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, without prior to Closing, Seller shall have the right to do so terminate this Agreement and receive, liquidate (by Escrow Agent drawing upon the Acceptable Letters of Credit) and retain the Deposit as liquidated damages and as Seller’s sole and exclusive remedy for a breach of Purchaser’s obligations under this Agreement prior to Closing. Thereafter, except for Purchaser’s obligations which by their terms survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. Purchaser and Seller acknowledge that the damages to Seller in default the event of a breach of this Agreement prior to Closing would be difficult or impossible to determine, that the amount of the Deposit represents the parties best and most accurate estimate of the damages that would be suffered by Seller if the transactions contemplated by this Agreement should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Purchaser reasonably estimate would exist at the time of such breach. Notwithstanding the foregoing, if Purchaser fails to perform its obligations hereunderpursuant to this Agreement that survive Closing or the earlier termination of this Agreement, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to then Seller shall be deemed liquidated damages for Purchaser’s default entitled to pursue any and all remedies available at or law or in equity, as a result of such default, including, without limitation the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance damages against Purchaser, including, without limitation, damages suffered by Seller and/or its direct and indirect partners as a result of one or more of the Purchase PriceTrusts not qualifying as a REIT for such Trust’s taxable year beginning January 1, or any part thereof2007, and the right subject to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing Section 6.3. The provisions of this Section 11 7.1 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with survive Closing. With respect to any of the foregoing. default by Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereofafter Closing, Seller acknowledges and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit agrees that Seller’s remedies under sole remedy shall governed by the terms of Section 18(i) below6.3 hereof.

Default by Purchaser. If Purchaser shall have made any representation or warranty herein which shall be untrue in any material respect when made or updated as herein provided and Sellers or Tenant have knowledge of such default prior to or on the Closing Date, or if Purchaser shall fail to perform any of the material covenants and agreements contained herein and such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to effectuate a cure of the same) after written notice thereof from Sellers or Tenant, Sellers' and Tenant's sole remedy shall be (A) to terminate this Agreement with respect to such Property affected by Purchaser's breach (the "Terminated Property") and this Agreement shall be of no further force and effect with respect to the Terminated Property, except with respect to provisions hereof which by their express terms survive a termination of this Agreement in which event Purchaser shall reimburse to Sellers, MI and Tenant an amount equal to (x) Seller's, MI's, and Tenant's direct, out of pocket expenses incurred in respect of the Properties, not to exceed a combined total of $300,000 payable to Sellers, MI and Tenant as they may direct, multiplied by (x) a fraction with the numerator equal to the Purchase Price allocated to the Terminated Property and the denominator equal to the total Purchase Price of all of the Properties; or (B) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the right to do so Purchase Price on account thereof. It is understood and in agreed that for purposes of this Section 10.2, if a default of its obligations hereunderresults from a false representation or warranty, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller such default shall be deemed liquidated damages for Purchaser’s default and cured if the receipt of all events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance representation or warranty was false as of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowdate actually made.

Default by Purchaser. If Purchaserfollowing five (5) business days notice and cure (except for a failure to deliver the Purchase Price in accordance with Section 2 or to close the transaction on the Closing Date), without the right to do so and Purchaser is in default of its obligations hereunder, fails hereunder to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, consummate the entire Deposit shall be immediately paid to Seller. Such payment or delivery purchase of the entire Properties in accordance with the terms of this Agreement and Sellers are not in default, then Sellers will be entitled, as their sole remedy, to terminate this Agreement, and receive the Deposit (including any portion of the Deposit delivered pursuant to Seller shall be deemed the Guaranty) as liquidated damages for Purchaser’s default the breach of this Agreement. In connection with the foregoing, Purchaser and Deposit Guarantor hereby consent to this Agreement constituting an agreement for judgment and agree not to contest (other than as provided in Article XIII) any suit on the receipt of all such funds Guaranty. In addition to the Deposit, Sellers shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right entitled to recover from Purchaser any and all costs incurred by Sellers in connection with obtaining the balance Deposit as a result of the Purchase PriceDeposit not being made in the form of cash. Notwithstanding the foregoing, or any part thereof, and the right to pursue any other remedy permitted at law or nothing contained in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not 11.1, will limit the rights of Seller and liability of Purchaser following the Closing under (ai) any obligation of indemnity provided by Purchaser under this Agreement or Agreement; (ii) any document of the documents and instruments executed and delivered at Settlement, that requires performance after Settlement, or any term to Sellers pursuant to the terms and conditions of this Agreement or such document that survives Agreement, and (iii) any actions commenced after the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies Closing for any Property with respect to any obligation or representation of either the foregoing. applicable Seller or Purchaser shall in no event have or make or create any cloud on attributable to such Property, which by the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Propertyterms of this Agreement survives Closing, including, but not limited to, the filing or recording provisions regarding confidentiality and payment of any lienbrokerage fees. THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, lis pendensIF NOT IMPOSSIBLE, affidavitTO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLERS IN THE EVENT OF PURCHASER’S DEFAULT OR FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. THE PARTIES, claim or action affecting title to the Property or any part thereofHAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY PROPERTY AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO FIFTY MILLION DOLLARS ($50,000,000) (THE “LIQUIDATED DAMAGES AMOUNT”). Without limiting the generality of the foregoingTHEREFORE, Purchaser shall not haveIN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY PROPERTY AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLER IS NOT THEN OTHERWISE IN DEFAULT HEREOF, and hereby waivesTHEN, any vendees’ lien against the PropertySELLER SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AS SELLER’S SOLE AND EXCLUSIVE REMEDY. The foregoing shall not limit Seller’s remedies under Section 18(iTHE LIQUIDATED DAMAGES AMOUNT HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY PROPERTY AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON PURCHASER’S FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. OTHER THAN WITH RESPECT TO THE GUARANTY, IN NO EVENT SHALL SELLER SEEK SATISFACTION FOR ANY OBLIGATION FROM ANY PARTNERS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LEGAL REPRESENTATIVES OF PURCHASER OR ITS AFFILIATES NOR SHALL ANY OF THE FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF PURCHASER. Sellers: Purchaser: (Initials) below.(Initials)

Default by Purchaser. If PurchaserIf, without on or before the right Closing Date, (a) this Agreement has not been terminated; (b) Seller has performed in all material respects all obligations of Seller under this Agreement to do so be performed on or before the Closing; and (c) Seller is ready, willing and able to proceed to Closing; but (d) Purchaser defaults in default performing any of its obligations hereunderunder this Agreement, fails including its obligation to complete Settlement or otherwise materially breaches any purchase the Property, Seller shall have the right as its sole and exclusive remedy to terminate this Agreement and be paid the Deposit (the “Purchaser Default Amount”). Seller and Purchaser agree that in the event of its representations, warranties or agreements hereundersuch a default, the entire Deposit shall damages that Seller would sustain as a result thereof would be immediately paid difficult if not impossible to Sellerascertain. Such payment or delivery of the entire Deposit to Therefore, Seller and Purchaser agree that, Seller shall be deemed paid the Purchaser Default Amount as full and complete liquidated damages for Purchaser’s default damages, and the receipt of all such funds shall be not as a penalty or forfeiture, as Seller’s sole and exclusive remedy. After Closing, the foregoing provisions of this Section 11.2 shall not limit Seller’s rights and sole remedyremedies in the event of any breach, default or failure of performance by Purchaser of any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the Closing or the termination of this Agreement. The foregoing shall not apply to, and Seller hereby waives any shall have no right to recover the balance Purchaser Default Amount in connection with, a breach, default or failure of the Purchase Price, or any part thereof, and the right performance by Purchaser pursuant to pursue any other remedy permitted at law or in equity against PurchaserSection 14.4; provided, however, that the foregoing provisions of this Section 11 Seller shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right be entitled to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies pursue an action for actual damages with respect to any such breach, default or failure of the foregoingperformance by Purchaser. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.ARTICLE 12

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. Purchaser The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purch aser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; providedprovided , however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendensxxx xxxxxxx, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. (a) If (i) the Closing does not occur due to Purchaser’s failure to proceed to Closing notwithstanding the satisfaction (or written waiver by Purchaser) of all conditions precedent which exist for the benefit of Purchaser hereunder, or (ii) on or before the Closing, (x) any representations and warranties made by Purchaser hereunder are inaccurate in any material respect when made or deemed made by Purchaser, without the right to do so and or (y) Purchaser is in default (other than as described in clause (i)) in respect of performing its obligations hereunder in any material respect, which is not cured within fifteen (15) days after notice thereof from Seller (but such fifteen (15) day period shall not extend the Closing Date and shall not extend beyond the Closing Date), then provided Seller shall not otherwise be in default performing any of its obligations hereunderhereunder in any material respect, fails Seller, as its sole and exclusive remedy, shall elect either: (x) to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, terminate this Agreement and receive the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed as liquidated damages for Purchaser’s default breaches occurring prior to the Closing Date, in which event all other rights and obligations of Seller and Purchaser hereunder shall terminate immediately and the receipt of all such funds parties shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right have no further rights or obligations hereunder except to recover the balance of the Purchase Price, or any part thereof, and the right extent expressly deemed to pursue any other remedy permitted at law or in equity against Purchasersurvive termination hereof; provided, however, that for the foregoing provisions avoidance of doubt, the Deposit shall be in addition to and not in lieu of any amounts owed to Seller by Purchaser as a result of indemnities which expressly survive termination of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, Agreement; or (dy) Seller’s rights or remedies with respect to any commence an action for specific performance (which action for specific performance must be filed in a court of competent jurisdiction and served on Purchaser within thirty (30) days after the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowalleged default occurs).

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the th e expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Xxxxxxxxx’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without the right to do so and Purchaser is in default of its obligations hereunderhereunder to consummate the purchase of any Property in accordance with the material terms of this Agreement after notice and three (3) Business Days’ opportunity to cure, fails then the Sellers who have not yet closed on their Shopping Centers will be entitled, as their sole and exclusive remedy, to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, terminate this Agreement by written notice to Purchaser and Escrow Agent after the entire Deposit shall be immediately paid to Seller. Such payment or delivery expiration of the entire cure period, and receive the Deposit to Seller shall be deemed as liquidated damages for Purchaser’s default and the receipt breach of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaserthis Agreement; provided, however, in the event that at the foregoing provisions time of termination of this Agreement, Northlake Mall is the last remaining Shopping Center which has not been purchased by Purchaser, Northlake Seller shall receive a portion of the Deposit in an amount equal to the equity in Northlake Mall (which equity amount shall equal the individual purchase price for Northlake Mall as set forth in the Effective Date Letter less the principal balance of the Mortgage Loan with respect to Northlake Mall) and the remaining balance of the Deposit shall be simultaneously returned to Purchaser. Notwithstanding the foregoing, nothing contained in this Section 11 shall not 11.1, will limit the rights of any Seller and liability of Purchaser following the Closing under (ai) any obligation of indemnity expressly provided by Purchaser under this Agreement that survives the Closing or termination of this Agreement; (ii) any document of the documents and instruments executed by Purchaser and delivered at Settlement, that requires performance after Settlement, or any term to such Seller pursuant to the terms and conditions of this Agreement or such document that survives in connection with the expiration or earlier termination hereofClosing, and (biii) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies any actions commenced after the Closing with respect to any obligation or representation of Purchaser, which, in each case, by the foregoingterms of this Agreement survives Closing or the termination of this Agreement. For avoidance of doubt, (i) nothing contained herein shall limit each Seller’s rights and remedies if Purchaser shall is in no event have or make or create default of any cloud on the title to the Property or any part thereofof its other pre-Closing obligations, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser (ii) Seller shall not havehave the right of specific performance to require Purchaser to consummate the transactions contemplated hereunder. THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, and hereby waivesIF NOT IMPOSSIBLE, any vendees’ lien against the PropertyTO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLERS WHO ARE SELLERS AT THE TIME IN THE EVENT OF PURCHASER’S DEFAULT OR FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. The foregoing shall not limit Seller’s remedies under Section 18(iTHE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLERS WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT (THE “LIQUIDATED DAMAGES AMOUNT”). THEREFORE, IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, THEN, SELLERS WHO HAVE NOT YET CLOSED ON THEIR SHOPPING CENTERS SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AS THEIR SOLE AND EXCLUSIVE REMEDY. THE LIQUIDATED DAMAGES AMOUNT HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLERS WILL SUFFER BASED UPON PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLERS SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON PURCHASER’S FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. IN NO EVENT SHALL ANY SELLER SEEK SATISFACTION FOR ANY OBLIGATION FROM ANY PARTNERS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LEGAL REPRESENTATIVES OF PURCHASER NOR SHALL ANY OF THE FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF PURCHASER. Sellers: _/s/ SJL_____ Purchaser:_/s/ JS________ (Initials) below.(Initials)

Default by Purchaser. If Purchaser, without the right to do so and Should Purchaser (A) violate or fail (in default breach of its obligations hereunder, fails ) to complete Settlement fulfill or otherwise materially breaches perform any of its representationsthe terms, warranties conditions or agreements hereunderundertakings set forth in this Agreement applicable to it at or prior to Closing, and if as a result thereof a Closing hereunder shall not occur, or (B) fail to make the entire Second Deposit and the Third Deposit, as applicable, strictly in accordance with the requirements of Section 4.1 hereof, then in any such case (1) as Sellers' sole remedies therefor, as liquidated damages (and not as a penalty) for such breach, as full, complete and final damages in respect thereof, (x) Escrow Agent shall pay and deliver to Sellers the Escrow Funds and (y) if Purchaser has closed Purchaser's IPO or thereafter closes Purchaser's IPO, in addition to Sellers' other rights and remedies hereunder (and not in lieu thereof), Purchaser and Purchaser's REIT Entity shall be immediately paid jointly and severally liable to pay to Seller. Such payment or delivery , within three (3) days after Sellers' written demand therefor, an amount equal to $3,000,000 (which amount is payable to Sellers in addition to the Escrow Funds) ("Purchaser's REIT Entity's IPO Guaranty"), (2) all Seller Property Materials, if any, delivered by any Seller to Purchaser shall be returned to Sellers, and all Purchaser Property Materials, to the extent in Purchaser's possession, shall be delivered to Sellers and shall belong to and become the property of Sellers without cost to any Seller, and (3) upon satisfaction by Purchaser of the entire Deposit to Seller delivery requirements in clause 20.2. (2) above, this Agreement shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedyterminate, and Seller hereby waives no party shall have any right further liability or obligation hereunder to recover the balance any other, except under such provisions which shall expressly survive a termination of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing this Agreement. The provisions of this Section 11 20.2 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term survive termination of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowAgreement.

Default by Purchaser. If Purchaser, without the right to do so and Purchaser is in default of its obligations hereunder, fails hereunder to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, consummate the entire Deposit shall be immediately paid to Seller. Such payment or delivery purchase of the entire Property in accordance with the material terms of this Agreement after notice and three (3) Business Days’ opportunity to cure, then Seller will be entitled, as its sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser and Escrow Agent after the expiration of the cure period, and receive the Deposit to Seller shall be deemed as liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions breach of this Agreement. Notwithstanding the foregoing, nothing contained in this Section 11 shall not 11.1, will limit the rights of Seller and liability of Purchaser following the Closing under (ai) any obligation of indemnity expressly provided by Purchaser under this Agreement that survives the Closing or termination of this Agreement; (ii) any document of the documents and instruments executed by Purchaser and delivered at Settlement, that requires performance after Settlement, or any term to Seller pursuant to the terms and conditions of this Agreement or such document that survives in connection with the expiration or earlier termination hereofClosing, and (biii) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies any actions commenced after the Closing with respect to any obligation or representation of Purchaser, which, in each case, by the foregoingterms of this Agreement survives Closing or the termination of this Agreement. Purchaser For avoidance of doubt, (i) nothing contained herein shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s rights and remedies under Section 18(iif Purchaser is in default of any of its other pre-Closing obligations, and (ii) below.Seller shall not have the right of specific performance to require Purchaser to consummate the transactions contemplated hereunder. THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT OF PURCHASER’S DEFAULT OR FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT (THE “LIQUIDATED DAMAGES AMOUNT”). THEREFORE, IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, THEN, SELLER SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY. THE LIQUIDATED DAMAGES AMOUNT HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON PURCHASER’S FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. IN NO EVENT SHALL SELLER SEEK SATISFACTION FOR ANY OBLIGATION FROM ANY PARTNERS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LEGAL REPRESENTATIVES OF PURCHASER NOR SHALL ANY OF THE FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF PURCHASER. Sellers: _/s/ SJL_____ Purchaser:_/s/ JS________ (Initials) (Initials)

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. (a) If Purchaser, without (i) Purchaser shall default in the right to do so and payment of the Purchase Price or in default the performance of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representationsother obligations to be performed on the Closing Date, warranties or agreements hereunder(ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, the entire Deposit with respect to any default under this clause (ii) only, such default shall continue for five (5) Business Days after notice to Purchaser, Seller's sole remedy by reason thereof shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to terminate this Agreement, and upon such termination Seller shall be deemed entitled to retain the Deposit (and all interest earned thereon) as liquidated damages for Purchaser’s 's default hereunder, it being agreed that the damages by reason of Purchaser's default are difficult, if not impossible, to ascertain, and thereafter Purchaser and Seller shall have no further rights or obligations under this Agreement except for those that are expressly provided in this Agreement to survive the receipt termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller's ability to sell, exchange, transfer, lease, dispose of all such funds or finance any Property or Interests or take any other actions with respect thereto (including, without limitation, the filing by Purchaser of any lis pendens or other form of attachment against any Property or Interest), then Purchaser (and any permitted assignee of Purchaser's interest hereunder) and shall be Seller’s exclusive liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys' fees, court costs and sole remedydisbursements but not consequential damages), and as determined by a final non-appealable judgment of court of competent jurisdiction to have been incurred by Seller hereby waives any right to recover by reason of such action by Purchaser. Notwithstanding the balance foregoing, none of the Purchase Price, foregoing provisions regarding liquidated damages or the provisions of the preceding sentence shall be deemed to reduce or waive in any part thereof, and respect the right additional obligations of Purchaser to pursue any other remedy permitted at law or indemnify Seller after the Closing Date as provided in equity against Purchaser; provided, however, that the foregoing Section 8.3 of this Agreement. The provisions of this Section 11 3.5 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives survive the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.