Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV........

Default by Purchaser. In If Purchaser fails to perform any of its material obligations under this Agreement or the Access Agreement, and if Seller is not then in monetary default under this Agreement, Seller shall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the Closing right to terminate this Agreement and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the all ▇▇▇▇▇▇▇ Money Deposit deposited in Escrow by Purchaser shall be disbursed to each of Harsimus (Seller as its sole and exclusive remedy, as liquidated damages and not as a penalty and the parties shall have no further rights or its designee) obligations under this Agreement. Purchaser and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds Seller agree that the damage which Seller would reasonably be expected to sustain is the account designated by each of them, the portion amount of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Money. Purchaser and Seller hereby acknowledge and agree that (a) an it would be impracticable to ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the as full, agreed complete and final liquidated damages for Purchaser’s default sustained by Seller and failure to complete the purchase of Seller’s LLC Interest, and will such liquidated damages shall be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in and the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will parties shall have no further rights or obligations hereunder, except with respect to under this Agreement. If the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving ObligationsClosing occurs, nothing contained herein will in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies at law, in equity or as herein provided in the event against Purchaser arising under any express indemnification of a breach Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any of the Termination Surviving Obligations. Seller specifically waives its rights obligations in this Agreement which are expressly provided to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......survive Closing.

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any If Purchaser is in default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult its obligations hereunder to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete consummate the purchase of the PropertyProperty 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 (b) such amount will be receive the full, agreed and Deposit as liquidated damages for Purchaser’s default and failure to complete the purchase breach of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to SellerAgreement. Notwithstanding the foregoing, as nothing contained in this Section 11.1, will limit the rights of Seller and liability of Purchaser following the Closing under (i) any indemnity expressly provided by Purchaser under this Agreement that survives the Closing or termination of this Agreement; (ii) any of the documents and instruments executed by Purchaser and delivered to Seller pursuant to the Termination Surviving Obligationsterms and conditions of this Agreement in connection with the Closing, and (iii) any actions commenced after the Closing with respect to any obligation or representation of Purchaser, which, in each case, by the terms of this Agreement survives Closing or the termination of this Agreement. For avoidance of doubt, (i) nothing contained herein will shall limit Seller’s rights and remedies at law, if Purchaser is in equity or as herein provided in the event of a breach by Purchaser default of any of its other pre-Closing obligations, and (ii) Seller shall not have the Termination Surviving Obligationsright of specific performance to require Purchaser to consummate the transactions contemplated hereunder. Seller specifically waives its rights to seek any punitiveTHE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, speculativeIF NOT IMPOSSIBLE, or consequential damagesTO 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. ARTICLE XIV.......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. In If Purchaser defaults under this Agreement and such default shall continue for three (3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield I defaults (after the event applicable notice and cure period) under the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of PurchaserDeerfield Commons I Agreement, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, then Escrow Agent shall shall, on demand (after giving Purchaser such written notice as is required under Exhibit B), pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) Seller, as Seller’s sole and Columbia (or its designee) exclusive remedy under this Agreement. Seller and Purchaser acknowledge and agree it is impossible to estimate more precisely the damages that might be suffered by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion Seller upon Purchaser’s default. Seller’s retention of the ▇▇▇▇▇▇▇ Money Deposit is intended not as a penalty, but as full liquidated damages. The right to which each of them is entitled, as set forth in a writing executed by Harsimus receive and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to retain the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and as full liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be is Seller’s sole and exclusive remedy in the event of a default or failure or refusal to perform hereunder by Purchaser, and Seller hereby waives and releases any right to (whether at law or in equityand hereby covenants it shall not) ▇▇▇ Purchaser; (a) for any default specific performance of Purchaser resulting this Agreement, or (b) to recover actual damages in the failure of consummation excess of the Closing, whereupon this Agreement will terminate ▇▇▇▇▇▇▇ Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and Purchaser will have no further rights exceeds Seller’s actual damages or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Sellerdamages. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein in this Section 14.2 will limit (i) Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of its obligations that survive Closing or the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculativeearlier termination of this Agreement, or consequential damages(ii) the obligations of RT Deerfield I to Seller’s Affiliate under the Deerfield Commons I Agreement. ARTICLE XIV.......Purchaser Initials Seller Initials

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of PurchaserIf prior to Closing, Purchaser defaults under this Agreement, Seller shall be entitled, as its sole and Seller agree it would be impractical exclusive remedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser under Section 11.1, ARTICLE III and/or Section 11.18) to terminate this Agreement and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to each Seller in the event of Harsimus (or its designee) such breach are impractical to ascertain and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion amount of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitleda reasonable estimate thereof. THEREFORE, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow AgentSUBJECT TO THE PRECEDING SENTENCE, and Purchaser and Seller hereby agree that (a) an amount equal to the BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Nothing contained in the event this Section 6.1 shall limit or prevent Seller, after Closing has occurred, from: (a) asserting any legal or equitable claims against Purchaser defaults for Purchaser’s obligation to pay attorneys’ fees and fails to complete the purchase of the Property, and other amounts under Section 11.18; (b) such amount will be the full, agreed and liquidated damages for enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith; or (c) enforcing Purchaser’s default other obligations and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the liabilities which survive Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV........

Default by Purchaser. In “Default by Purchaser” shall mean a failure of Purchaser to materially comply with or satisfy any covenant or agreement contained in this Agreement, or a material breach of any representation or warranty of Purchaser contained in this Agreement, which is not cured by Purchaser within five (5) business days following Purchaser’s receipt of written notice from Seller (other than failure to close for any reason unrelated to a Default by Seller, in which case there shall be no notice or cure period; called the event “Seller Notice”). If Closing is scheduled to occur less than five (5) business days after the Closing and the consummation date of the transactions contemplated herein do Seller Notice, Closing shall be extended by the number of days reasonably required to cure the default, not occur as provided herein by reason of any default of to exceed five (5) business days following Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion ’s receipt of the ▇▇▇▇▇▇▇ Money Deposit to which each Seller Notice. Upon the occurrence of them is entitled, a Default by Purchaser beyond any applicable cure period as set forth in a writing executed above, Seller may, by Harsimus and Columbia and which shall be furnished to Escrow Agent, and giving Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase written notice of Seller’s LLC Interestelection to terminate this Agreement, in which case (i) this Agreement shall terminate and will be (ii) Seller shall retain the Deposit, including the Non-Refundable Deposit, together with all accrued interest thereon, as liquidated damages as Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in remedy. In the failure of consummation of the Closing, whereupon event Seller terminates this Agreement will terminate and Seller and Purchaser will pursuant to this Section 11.2, neither party shall have no any further rights or obligations hereunderto the other, except with respect to the Termination Surviving Obligationsas set forth in this Agreement. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit parties have agreed Seller’s remedies at lawactual damages, in equity or as herein provided in the event of a breach default by Purchaser Purchaser, would be extremely difficult or impractical to determine. The parties acknowledge the Deposit, including the Non-Refundable Deposit, has been agreed upon, after negotiation, as the parties’ reasonable estimate of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential Seller’s damages. ARTICLE XIV.......Except as otherwise provided above in this Section 11.2, Seller expressly waives any and all claims for damages against Purchaser. C:\Users\vs1\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\94YH709S\Purchase and Sale Agmt (Belmar Villas-2).docx

Default by Purchaser. In If any material warranty or representation of Purchaser made in this Agreement shall prove to be materially untrue, or if Purchaser shall fail to perform any of Purchaser's obligations under this Agreement on or prior to the event date for performance provided in this Agreement and Seller is not in default under this Agreement, then Seller shall give Purchaser ten (10) business days' notice of the failure and opportunity to cure. Notwithstanding the foregoing sentence, Purchaser shall have no cure period with respect to Purchaser's failure to pay money as required under this Agreement or Purchaser's failure to close the escrow on the Closing Date. If Purchaser does not cure within the ten (10) business-day period (if Purchaser is entitled to such cure period), then Seller's sole and exclusive remedy under this Agreement shall be to terminate this Agreement by giving written notice of termination to Purchaser and the consummation of Title Company. If Seller terminates this Agreement pursuant to the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaserpreceding sentence, Purchaser then (i) the escrow and Seller agree it would this Agreement shall be impractical and extremely difficult to fix terminated for all purposes, (ii) the damages which Seller may suffer. In such event, Escrow Agent Title Company shall pay the Additional ▇▇▇▇▇▇▇ Money Deposit Money, if held by the Title Company (and any interest earned thereon) to each of Harsimus (or its designee) Seller and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds shall return all other funds, documents and other items held in escrow to the account designated party that deposited same in escrow, and (iii) the parties shall have no further rights, liabilities or obligations under this Agreement except for those rights, liabilities and obligations that are specified in this Agreement to survive the termination of this Agreement. Any sums paid to Seller pursuant to the preceding sentence shall be deemed to be liquidated damages paid to Seller by each reason of themPurchaser's failure to consummate the transaction contemplated by this Agreement, and the portion parties hereby agree that this amount is a reasonable forecast of just compensation for the harm that may be caused Seller as a result of Purchaser's failure to consummate the transaction contemplated by this Agreement, and that Seller's harm if Purchaser fails to consummate the transaction contemplated by this Agreement would be incapable of accurate estimation or very difficult to accurately estimate. Retention by Seller of the Initial Option Deposit and Option Extension Payment/Additional ▇▇▇▇▇▇▇ Money Deposit to which each money shall not reduce or be in satisfaction of them is entitledany Seller Indemnification Claims, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree those are claims that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......survive termination.

Default by Purchaser. In the event the Closing If Purchaser defaults under this Agreement prior to Closing, Seller shall be entitled, as its sole remedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser under this Agreement or under Section 10.19 below), to terminate this Agreement and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to each Seller in the event of Harsimus (or its designee) such breach are impractical to ascertain and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion amount of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitleda reasonable estimate thereof. THEREFORE, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow AgentBY PLACING THEIR INITIALS BELOW, and Purchaser and Seller hereby agree that (a) an amount equal to the THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Initials: Seller would suffer Purchaser Nothing contained in the event this Section 6.1 shall limit or prevent Seller from (a) asserting any legal or equitable claims against Purchaser defaults for Purchaser’s obligation to pay attorneys’ fees and fails to complete the purchase of the Propertyother amounts under Section 10.19, and or (b) such amount will be the fullenforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, agreed and liquidated damages for or (c) enforcing Purchaser’s default other obligations and failure to complete the purchase liabilities which survive Closing or a termination of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......Agreement.

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that if Purchaser’s default is not cured within ten (10) Business Days after Seller’s notice to Purchaser expressly setting forth such default (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interestthe Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser beyond the foregoing notice and cure period resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights and Purchaser agree that any termination of either of the Other PSAs pursuant to seek the default by purchaser provisions in such Other PSA shall automatically terminate this Agreement. Notwithstanding anything herein to the contrary, Purchaser shall have the right to cure any punitiveand all Purchaser defaults by delivering all of Purchaser’s closing deliverables under and in accordance with Section 10.2 of this Agreement and otherwise being ready, speculative, or consequential damages. ARTICLE XIV.......willing and able to close the transactions contemplated by this Agreement on the Scheduled Closing Date.

Default by Purchaser. In the event the Closing If Purchaser breaches, in any material respect, any of its representations or warranties or covenants or obligations to be performed by Purchaser under this Agreement and the consummation such breach continues for a period of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus ten (10) days (or its designeesuch additional period, up to a total of sixty (60) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitleddays, as set forth in a writing executed by Harsimus and Columbia and which shall may be furnished reasonably required to Escrow Agentcure such breach) after receipt of notice thereof from Seller then Seller may, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s as its sole and exclusive remedy (whether at law before the Closing terminate this Agreement, whereupon the Deposit shall be released to Seller as liquidated damages and not as a penalty. It is understood and agreed that for purposes of this Section 10.2, if a default results from a false representation or in equity) for any warranty, such default of Purchaser resulting in shall be deemed cured if the failure of consummation events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the Closing, whereupon date actually made. The foregoing limitation on Seller's remedies shall not apply to any breach by Purchaser of (i) a representation or warranty under this Agreement will terminate and that Seller and Purchaser will have no further rights asserts after the Closing in accordance with Section 7; or (ii) any covenants or obligations hereunderto be performed after the Closing by Purchaser under this Agreement. Notwithstanding anything to the contrary contained herein, except Seller's remedies with respect to the Termination Surviving Obligations. The payment failure of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages condition precedent to Seller. Notwithstanding the foregoing, as 's obligation to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event close shall be governed by Section 5 and this Section 10.2 shall not apply such failure of a breach by Purchaser of any of the Termination Surviving Obligationscondition precedent. Seller specifically waives its rights to seek any punitiveIN THE EVENT THAT THE PROPERTY IS NOT TRANSFERRED FROM SELLER TO PURCHASER AS A CONSEQUENCE OF DEFAULT BY PURCHASER, speculativePURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN AND THEREFORE, or consequential damagesBY PLACING THEIR SIGNATURES BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THE AMOUNT OF MONEY EXISTING FROM TIME TO TIME HEREUNDER AS THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, TO BE THEIR REASONABLE ESTIMATE OF SELLER'S DAMAGES AND TO BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER UNDER THIS AGREEMENT. ARTICLE XIV.......SELLER: PURCHASER: By: By: ----------------------------------- ----------------------------------

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach default by Purchaser of any of Purchaser's obligations under this Agreement and the Termination Surviving Obligationsfailure of Purchaser to cure such default within fifteen (15) days after Seller notifies Purchaser in writing of such default (the “Purchaser Cure Period”), Seller may terminate this Agreement and Purchaser shall pay to Seller as damages the Seller’s attorneys’ fees and costs incurred in (a) drafting and negotiating this Agreement, (b) drafting and negotiating any documents required for Closing, and (c) procuring a title commitment and removing any Removable Exceptions on the Premises. Said damages shall be paid to Seller specifically waives as liquidated damages and as Seller's sole and exclusive remedy against Purchaser. Within thirty (30) days after termination of this Agreement by Seller pursuant to this Section, Seller shall provide to Purchaser a detailed invoice showing its rights attorneys’ fees and costs incurred, and Purchaser shall pay such amount to seek Seller within thirty (30) days of its receipt of such invoice. The Parties acknowledge that the actual damages that might be suffered by Seller because this Agreement is terminated due to a default by Purchaser are uncertain and difficult to prove. Accordingly, the Parties intend that the liquidated damage provision of this paragraph is fair and reasonable, intended by the Parties to be an agreement in advance as to the settlement of any punitiveand all damages that might arise because of a default by Purchaser, speculative, or consequential damages. ARTICLE XIV.......bears a relation to the actual damages that might be sustained by Seller and is not a penalty on Purchaser for non- performance.

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein with respect to such Closing do not occur as provided herein by reason of any default of PurchaserPurchaser or any Qualified Assignees, Seller may elect by delivering written notice to Purchaser to terminate this Agreement in which case the ▇▇▇▇▇▇▇ Money Deposit and all interest earned thereon shall be released and paid by the Escrow Agent to Seller, and the Purchaser and Qualified Assignee shall have no further rights or obligations under this Agreement except for the Termination Surviving Obligations. Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which that Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit suffer if Closing fails to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds occur due to the account designated by each default of themany one or more of the Purchaser or the Qualified Assignees. Accordingly, the portion Purchaser and Seller hereby agree that (x) payment to Seller of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit provided above is a reasonable estimate of the total net detriment Seller would suffer in if any one or more of Purchaser or the event Purchaser Qualified Assignees defaults and fails with respect to complete the purchase of the PropertyClosing, and (by) such amount will be the full, agreed and liquidated damages for Purchaser’s or such Qualified Assignee’s default and failure to complete the purchase of Seller’s LLC Interestthe Properties, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser or a Qualified Assignee resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of any such amount amounts as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser or any Qualified Assignee of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV........

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein hereby do not occur as provided herein by reason of any the default of Purchaser, and provided that such default 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), Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such eventTherefore, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the PropertyProperty is and shall be, as Seller’s sole and exclusive remedy (b) whether at law or in equity), a sum equal to the Deposit and Interest accrued thereon. Upon such default by Purchaser and failure to close as required hereunder, Seller shall have the right to receive the Deposit and Interest accrued thereon from the Escrow Agent, in accordance with the terms and provisions of Section 3.2 hereof, as its sole and exclusive remedy and thereupon this Agreement shall be terminated and neither Seller nor Purchaser shall have any further rights or obligations hereunder except with respect to the Surviving Termination Obligations. The amount will of the Deposit and Interest accrued thereon shall be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interestthe Property, and will be Seller’s sole and exclusive remedy (whether at law all other claims to damages or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to other remedies being hereby expressly waived by Seller. Notwithstanding the foregoing, as to from and after the Termination Surviving ObligationsClosing, nothing contained herein will shall limit Seller’s remedies at law, law or in equity or as herein provided in to the event of a breach by Purchaser of any of the Surviving Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV........

Default by Purchaser. In If Purchaser defaults under this Agreement, Seller shall be entitled, as its sole remedy (without limiting Seller’s rights under Section 10.20 below), to terminate this Agreement and receive the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇E▇▇▇▇▇▇ Money Deposit as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to each Seller in the event of Harsimus (or its designee) such breach are impractical to ascertain and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion amount of the ▇E▇▇▇▇▇▇ Money Deposit to which each of them is entitleda reasonable estimate thereof. THEREFORE, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow AgentBY PLACING THEIR INITIALS BELOW, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ Money Deposit is a reasonable estimate MONEY AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller _______ Purchaser _______ Nothing contained in this Section 6.1 shall limit or prevent Seller from (a) asserting any legal or equitable claims against Purchaser with respect to any indemnification of the total net detriment Seller would suffer in the event Purchaser defaults under this Agreement or obligation to pay attorneys’ fees and fails to complete the purchase of the Propertyother amounts under Section 10.20, and or (b) such amount will be the fullenforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, agreed and liquidated damages for or (c) enforcing Purchaser’s default other obligations and failure to complete the purchase liabilities which survive a termination of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......Agreement.

Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein hereby do not occur as provided herein by reason of any 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), Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such eventTherefore, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the PropertyMembership Interests is and shall be, as Seller’s sole and exclusive remedy (b) 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 receive the Deposit and Interest accrued thereon from the Escrow Agent, in accordance with the terms and provisions of Section 3.2 hereof, as its sole and exclusive remedy and thereupon this Agreement shall be terminated and neither Seller nor Purchaser shall have any further rights or obligations hereunder except with respect to the Surviving Termination Obligations. The amount will of the Deposit and Interest accrued thereon shall be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interestthe Membership Interests, and will be Seller’s sole and exclusive remedy (whether at law all other claims to damages or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to other remedies being hereby expressly waived by Seller. Notwithstanding the foregoing, as anything in this Agreement to the Termination Surviving Obligationscontrary (i) from and after the Closing, nothing contained herein will shall limit Seller’s remedies at law, law or in equity as to the Surviving Termination Obligations and (ii) Purchaser shall have the right to cure any such default or as herein provided in the event of a breach by Purchaser of any of paying the Termination Surviving Obligations. Seller specifically waives its rights Purchase Price at Closing, except in connection with a default or breach relating to seek any punitiveSections 7.1, speculative7.2, 7.6 or consequential damages. ARTICLE XIV.......7.7, 13.1, 14.1 and 16.8.

Default by Purchaser. In If Purchaser defaults under this Agreement, Seller shall be entitled, as its sole and exclusive remedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser under this Agreement or under Section 10.17 below), to terminate this Agreement and, to the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay extent the ▇▇▇▇▇▇▇ Money Deposit has theretofore been funded by Purchaser to each Escrow Agent pursuant to Section 1.6, receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of Harsimus (or its designee) this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion amount of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the reasonable estimate thereof. THEREFORE THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Nothing contained in this Section 6.1 shall limit or prevent Seller would suffer in the event after Closing has occurred from (a) asserting any legal or equitable claims against Purchaser defaults for Purchaser’s obligation to pay attorneys’ fees and fails to complete the purchase of the Propertyother amounts under Section 10.17, and or (b) such amount will be the fullenforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, agreed and liquidated damages for or (c) enforcing Purchaser’s default other obligations and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the liabilities which survive Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as if the conditions set forth in the last sentence of Section 6.2 are not satisfied and Purchaser interferes with or makes any attempt to interfere with Seller selling the Property to another party, including, without being limited to, the recording of a lis pendens or other lien against the Property, or the seeking of an injunction or similar relief, Seller shall have the right to recover its actual damages caused by such action of Purchaser in addition to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, liquidated damages referred to above due to the default of Purchaser in equity or as herein provided in purchasing the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......Property.

Default by Purchaser. If Purchaser shall fail to close the transaction contemplated by the terms of this Agreement (provided that all conditions benefiting Purchaser have been satisfied or expressly waived in writing), and such default shall not be cured within ten (10) days after the receipt of notice thereof from Seller (provided that no notice or cure period shall be provided for the failure to complete the Closing on the date required herein), Seller may as its sole and exclusive remedy terminate this Agreement and demand, as liquidated damages, an amount equal to [***] of the Purchase Price plus the purchase price under the 395 Park Place Purchase Agreement in the aggregate (the “Liquidated Sum”), and upon payment to Seller and 395 Park Place of the Liquidated Sum neither party shall have any further obligation or liability to the other under this Agreement or the 395 Park Place Purchase Agreement, except for the Post-Termination Surviving Obligations and the “Post-Termination Surviving Obligations” as defined in the 395 Park Place Purchase Agreement. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of PurchaserSeller elects to terminate this Agreement pursuant to this Section, Purchaser and Seller agree that it would be impractical and extremely difficult to fix estimate the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, suffer and Purchaser and Seller do hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment that Seller would suffer in the event Purchaser defaults that Seller terminates this Agreement pursuant to this Section 11.2 is and fails shall be an amount equal to complete the purchase Liquidated Sum, together with the accrued interest thereon. Such payment of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages Liquidated Sum is not intended as a forfeiture or penalty penalty, but is intended to constitute as full liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......SUCH RETENTION OF THE LIQUIDATED SUM BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR 26

Default by Purchaser. In Should the event the Closing and the consummation Purchaser fail to comply with any of the transactions contemplated herein do not occur as provided herein by reason terms and conditions hereof and remain in default for a period of any 7 (Seven) days after dispatch of a written registered notice requiring such default of Purchaserbe remedied, Purchaser and the Seller agree it would shall be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds entitled to: 16.1 Claim specific performance with regard to the account designated by each of them, the portion payment of the ▇▇▇▇▇▇▇ Money Deposit whole balance of the purchase price then unpaid together with all interest and other moneys which may then be outstanding or sue for the cancellation of this agreement and for any amount in damages that may have been suffered by the Seller as a result of such non-payment or breach; or 16.2 Cancel this agreement forthwith without recourse to which each any Court of them is entitled, Law and thereupon all moneys paid by the Purchaser under this agreement shall belong to the Seller as set forth in a writing executed by Harsimus the Seller’s sole property and Columbia and which shall be furnished to Escrow Agent, and Purchaser and retained by the Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate as rouwkoop and/or by way of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for breach of contract, it being hereby agreed that the money so retained shall be a reasonable, fair and just assessment of the damages sustained by the Seller. 16.3 Should it be deemed necessary for the Seller to take any legal steps against the Purchaser with regard to the Purchaser’s default and failure to complete breach of contract, the purchase of Seller’s LLC Interest, and Purchaser will be Seller’s sole liable for payment of any and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation all legal fees of the ClosingSeller on an attorney-client scale. 16.4 The remission of any instalment, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereundergrant of any concession, except with respect to the Termination Surviving Obligations. The payment or condonation of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a any breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculativeconditions hereof, or consequential damages. ARTICLE XIV.......other act of relaxation, indulgence or grace on the part of the Seller shall not in any way operate as or be deemed to be a waiver by the Seller of any rights under this agreement or be construed as a novation thereof. 16.5 In the event that this agreement is cancelled due to the breach of contract by the Seller, the total amount of the deposit paid by the Purchaser will be refunded to the Purchaser together with interest thereon.

Default by Purchaser. In If the event the Closing and the consummation sale of the transactions Property as contemplated herein do hereunder is not occur consummated due to Purchaser’s default hereunder, Seller shall be entitled, as provided herein by reason of any default of Purchaser, Purchaser its sole and Seller agree it would be impractical exclusive remedy to terminate this Agreement and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to each Seller in the event of Harsimus (or its designee) such breach are impractical to ascertain and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion amount of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitleda reasonable estimate thereof. THEREFORE, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow AgentSUBJECT TO THE PRECEDING SENTENCE, and Purchaser and Seller hereby agree that (a) an amount equal to the BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller would suffer YG Purchaser LM Nothing contained in the event this Section 6.1 shall limit or prevent Seller, after Closing has occurred, from: (a) asserting any legal or equitable claims against Purchaser defaults for Purchaser’s obligation to pay attorneys’ fees and fails to complete the purchase of the Property, and other amounts under Section 11.18; (b) such amount will be the full, agreed and liquidated damages for enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith; or (c) enforcing Purchaser’s default other obligations and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the liabilities which survive Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV........

Default by Purchaser. Should the Purchaser fail to comply with any of the terms and conditions of this agreement and remain in default for a period of 7 (Seven) days after dispatch of a written registered notice requiring such default be remedied, the Seller shall be entitled to: 16.1 Claim specific performance with regard to the payment of the whole balance of the purchase price then unpaid together with all interest and other moneys which may then be outstanding or ▇▇▇ for the cancellation of this agreement and for any amount in damages that may have been suffered by the Seller as a result of such non-payment or breach, and take repossession of the Property; or 16.2 Cancel this agreement forthwith without recourse to any Court of Law and thereupon all moneys paid by the Purchaser under this agreement shall belong to the Seller as the Seller’s sole property and shall be retained by the Seller as liquidated damages for breach of contract, it being hereby agreed that the money so retained shall be a reasonable, fair and just assessment of the damages sustained by the Seller. 16.3 To take possession and occupation of the property and to evict the Purchaser and anyone else who is in occupying the property without prejudice to the Seller’s rights to claim damages. 16.4 In the event that the Closing suspensive condition contained in clause 5 above, has been fulfilled, rendering this agreement of sale in full force and effect, and the consummation Purchaser wishes to cancel the agreement of sale, the Seller will be entitled to claim a cancellation fee of 10% (ten percent) of the transactions contemplated herein purchase price referred to in clause 3 above. The Purchaser hereby acknowledges and consents that the deposit paid in terms of clause 3.2 above, and all interest earned thereon, must be used towards settling the cancellation fee. The balance of the cancellation fee, if any, will be paid by the Purchaser within 7 (seven) days from the date on which the Purchaser is requested to do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds so to the account designated by each Conveyancers, and the Purchaser hereby authorises the Conveyancers to pay this amount to the Seller. 16.5 If the Purchaser disputes the Seller’s right to cancel the agreement, then pending the determination of themsuch dispute, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which Purchaser shall be furnished obliged to Escrow Agentcontinue to pay all amounts payable by him in terms of this agreement, on the due dates thereof, and Purchaser and the Seller hereby agree that (a) an amount equal shall have the right to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the ▇▇▇▇▇▇▇ Money Deposit is Seller prior to cancellation. 16.6 Should the Purchaser fail to take up any granted loan contemplated in clause 3.5 above, and should the Conveyancer have been instructed to register a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of mortgage bond over the Property, and (b) as security for the repayment of such amount loan, the Purchaser shall be liable to pay the Conveyancer’s wasted costs at the discretion of the Conveyancer. 16.7 Should it be deemed necessary for the Seller to take any legal steps against the Purchaser with regard to the Purchaser’s breach of contract, the Purchaser will be the full, agreed liable for payment of any and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation all legal fees of the ClosingSeller on an attorney-client scale. 16.8 The remission of any instalment, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereundergrant of any concession, except with respect to the Termination Surviving Obligations. The payment or condonation of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a any breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculativeconditions hereof, or consequential damages. ARTICLE XIV.......other act of relaxation, indulgence or grace on the part of the Seller shall not in any way operate as or be deemed to be a waiver by the Seller of any rights under this agreement or be construed as a novation thereof. 16.9 In the event that this agreement is cancelled due to the breach of contract by the Seller, the total amount of the deposit paid by the Purchaser will be refunded to the Purchaser together with interest thereon. 16.10 An infringement of any of the rules of the Body Corporate shall constitute a breach of contract and the Seller shall have the right to rely on the remedies contained in this agreement.

Default by Purchaser. In If Purchaser defaults under this Agreement, Seller shall be entitled, as its sole remedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser under this Agreement or under Section 10.19 below), to terminate this Agreement and receive the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇E▇▇▇▇▇▇ Money Deposit as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to each Seller in the event of Harsimus (or its designee) such breach are impractical to ascertain and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion amount of the ▇E▇▇▇▇▇▇ Money Deposit to which each of them is entitleda reasonable estimate thereof. THEREFORE, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow AgentBY PLACING THEIR INITIALS BELOW, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Initials: Seller would suffer Purchaser Nothing contained in the event this Section 6.1 shall limit or prevent Seller from (a) asserting any legal or equitable claims against Purchaser defaults for Purchaser’s obligation to pay attorneys’ fees and fails to complete the purchase of the Propertyother amounts under Section 10.19, and or (b) such amount will be the fullenforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, agreed and liquidated damages for or (c) enforcing Purchaser’s default other obligations and failure to complete the purchase liabilities which survive Closing or a termination of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......Agreement.

Default by Purchaser. In (i) Purchaser acknowledges that this Agreement is the event sole inducement for Seller to hold the Closing Unit off the market. If Purchaser shall fail to pay or cause to be paid the Balance Due at closing or otherwise fails to settle under this Agreement as and when required by the consummation terms of the transactions contemplated herein do not occur as provided herein this Agreement, then Seller may terminate this Agreement by reason of any default of Purchaser, giving notice to Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished entitled to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to retain the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to as complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default 's breach or default. Thereafter, this Agreement shall terminate and failure to complete the purchase Seller and Purchaser shall be relieved of Seller’s LLC Interestfurther liability under this Agreement, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default . Seller and Purchaser have considered carefully the loss to Seller occasioned by taking the Unit off the market as a consequence of Purchaser resulting in this Agreement, and the other damages, general and specific, which Seller will suffer as a result of Purchaser's failure of consummation of the Closing, whereupon to close under this Agreement will terminate and Seller and Purchaser will have no further determined that the amount of the Deposit is a fair and reasonable estimate of those damages and not a penalty. If Purchaser fails to perform any of its obligations under this Agreement other than its obligation to close, Seller shall have all rights and remedies for such breach or obligations hereunderdefault as may be available at law or in equity, except with respect to including, without limitation, applying the Termination Surviving Obligations. The Deposit as a general fund for the payment of damages in addition to pursuing such amount legal and/or equitable remedies as liquidated damages is not intended Seller may have on account of Purchaser's default. Without limiting the foregoing, Seller shall have the right to terminate this Agreement and retain the Deposit if Purchaser defaults in any of Purchaser's obligations to be performed at any time after the date of this Agreement and prior to closing. (ii) Following notice of termination by Seller as a forfeiture or penalty but is intended provided in subparagraph (i) above, Seller shall be free to constitute liquidated damages sell the Unit to Sellerothers, and Seller shall be under no obligation to account to Purchaser for any part of the proceeds of such sale(s). Notwithstanding the foregoingabove, at Seller's sole option, Purchaser may be permitted to defer settlement on the Unit after the date scheduled for settlement, provided that the Total Purchase Price for the Unit shall increase by $250.00 per day for each day settlement is delayed from the originally scheduled date for settlement through the actual settlement date. Purchaser waives his vendee's lien and rights thereto (if any). (iii) In the event that Purchaser shall, after the execution of this Agreement, communicate to Seller and/or Seller's agent, whether orally or in writing, an expression of Purchaser’s intention to refuse to make settlement hereunder in anticipation of the time of performance, and in the further event that Seller, at the time of such communication, is not in breach of this Agreement, it is expressly agreed by the parties hereto that such action by Purchaser shall be deemed to be a breach of this Agreement by anticipation, in which event Seller shall treat this Agreement as breached, renounced and abandoned by Purchaser notwithstanding the fact that at the time of Purchaser’s expressions of refusal Seller may not have fully performed its obligations under this Agreement. (iv) Purchaser shall be in default of this Agreement and Seller shall be entitled to the Termination Surviving Obligations, nothing contained herein will limit remedies set forth in this Section 17 if Purchaser engages in specific acts or a course of dealing that materially disrupts Seller’s remedies at lawstandard and customary contract performance process, in equity including but not limited to the following actions: (1) refusal to deal with the particular people whom Seller has designated as its representative to perform certain aspects of this Agreement, such as the designated field manager, salesperson, closing administrator or as herein provided in the event other representatives of a breach by Purchaser Seller designated for particular parts of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......Seller’s contract performance;

Default by Purchaser. In If Purchaser defaults under this Agreement and such default shall continue for three (3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield II defaults (after the event applicable notice and cure period) under the Closing and Deerfield Commons II Agreement, then the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall shall, on demand (after giving Purchaser such written notice as is required under Section 4.5), pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) Seller, as Seller’s sole and Columbia (or its designee) exclusive remedy under this Agreement. Seller and Purchaser acknowledge and agree it is impossible to estimate more precisely the damages that might be suffered by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion Seller upon Purchaser’s default. Seller’s retention of the ▇▇▇▇▇▇▇ Money Deposit is intended not as a penalty, but as full liquidated damages. The right to which each of them is entitled, as set forth in a writing executed by Harsimus receive and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to retain the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and as full liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be is Seller’s sole and exclusive remedy in the event of a default or failure or refusal to perform hereunder by Purchaser, and Seller hereby waives and releases any right to (whether at law or in equityand hereby covenants it shall not) ▇▇▇ Purchaser; (a) for any default specific performance of Purchaser resulting this Agreement, or (b) to recover actual damages in the failure of consummation excess of the Closing, whereupon this Agreement will terminate ▇▇▇▇▇▇▇ Money Deposit. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money Deposit (or any part thereof) on the grounds it is unreasonable in amount and Purchaser will have no further rights exceeds Seller’s actual damages or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Sellerdamages. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein in this Section 13.2 will limit (i) Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of its obligations that survive Closing or the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculativeearlier termination of this Agreement, or consequential damages(ii) the obligations of RT Deerfield II to Seller’s Affiliate under the Deerfield Commons II Agreement. ARTICLE XIV.......Purchaser Initials Seller Initials

Default by Purchaser. In The parties acknowledge that in the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein a default by reason of any default of Purchaser, Purchaser and Seller agree it Seller’s actual damages would be impractical and extremely difficult or impracticable to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of themdetermine; therefore, the portion parties agree that the amount of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitledhas been agreed upon, as set forth the parties’ reasonable estimate of Seller’s damages, and in a writing executed by Harsimus the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and Columbia and any such failure continues for five (5) business days after the date of written notice (which written notice shall detail such failure), Seller shall be furnished entitled to Escrow Agent, Terminate this Agreement by written notice to Purchaser of such termination and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller within five (5) business days of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase such written notice of the Propertytermination, and (b) such amount will be the full, agreed and as liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will such shall be Seller’s sole and exclusive remedy (whether at law or in equity) equity for any default by Purchaser under this Agreement; provided that such liquidated damages shall not be a limitation upon any obligation of the Purchaser to indemnify and hold harmless the Seller contained in this Agreement. The obligations of Purchaser resulting set forth in this Section 8.1 shall survive the failure termination of consummation of the Closingthis Agreement. IN ADDITION, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunderTHE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, except with respect to the Termination Surviving ObligationsPURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT PURCHASER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR PURCHASER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to SellerTHEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. Notwithstanding the foregoingSAID AMOUNT WILL BE THE FULL, as to the Termination Surviving ObligationsAGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED Purchaser’s Initials DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, nothing contained herein will limit BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR PURCHASER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......initials Purchaser’s initials

Default by Purchaser. In If Purchaser is in default in any of its obligations under this Agreement which remains uncured for ten (10) calendar days after Seller’s notice to Purchaser thereof, unless such default cannot be cured by the event payment of money and cannot with due diligence be wholly cured within such ten (10) day period, in which case Purchaser shall have such longer period as shall be necessary to cure such default not to exceed twenty (20) calendar days after Seller’s notice to Purchaser, so long as Purchaser proceeds promptly to cure such default within such ten (10) day period, prosecutes such cure to completion with due diligence and advises Seller of the Closing actions which Purchaser is taking and the consummation progress being made, including without limitation its obligation to close the acquisition of the transactions contemplated herein do not occur as provided herein Property hereunder in a timely manner and including any material misrepresentation by reason of any default of Purchaser, Purchaser and Seller agree that it would be impractical and extremely difficult to fix estimate the damages which Seller may suffer. In such eventAccordingly, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby further agree that (a) a reasonable estimate of such damages is and shall be an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of Deposit, which includes the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Propertyaccrued interest thereon, and (b) such amount will Deposit shall be disbursed to Seller as the full, agreed and liquidated damages for Purchaser’s default and failure to complete under or breach of this Agreement. Such disbursement of the purchase of Seller’s LLC InterestDeposit, and will shall be Seller’s sole and exclusive remedy (whether at law or in equity) for any Purchaser’s default under or breach of Purchaser resulting in the failure of consummation of the Closingthis Agreement, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights expressly waives all other claims to damages or obligations hereunderother remedies, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek including any punitive, speculative, consequential or consequential speculative damages. ARTICLE XIV........

Default by Purchaser. In If Purchaser shall default in its obligation to purchase the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of PurchaserUnit pursuant to this Agreement, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the P▇▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the agrees that S▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled’s sole remedy hereunder, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agentretain the Deposit as liquidated damages, and not as a penalty, to recompense Seller for time spent, labor and services performed, and the loss of its bargain. Purchaser and Seller hereby agree that (a) an amount equal it would be impracticable or extremely difficult to affix damages if Purchaser so defaults and that the Deposit, together with the interest thereon, if any, represents a reasonable estimate of Seller’s damages. S▇▇▇▇▇ agrees to accept the Deposit as S▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the ’s total net detriment Seller would suffer in the event damages and relief hereunder if Purchaser defaults and fails in its obligation to complete the purchase close hereunder (but without limiting any of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s indemnity obligations hereunder or other obligations specifically surviving termination). If Purchaser does so default and failure Seller delivers a written notice of termination to complete the purchase of Seller’s LLC InterestPurchaser, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller shall be terminated and Purchaser will shall have no further rights right, title or obligations interest in or to the Unit and this Agreement shall be automatically null and void and of no further force and effect except for those provisions which expressly survive the termination of this Agreement. If S▇▇▇▇▇ terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action that interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Unit or takes any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Unit), then the Purchaser whose name appears on the first page of this Agreement (and, for the avoidance of doubt, any assignee of such Purchaser’s interest hereunder, except with respect jointly and severally) shall be liable for and shall indemnify Seller and the Seller Related Parties against any and all loss, cost, damage, liability or expense (including, without limitation, attorneys’ fees, court costs and disbursements and, notwithstanding anything contained herein to the Termination Surviving Obligationscontrary, consequential and punitive damages) incurred by Seller by reason of or relating to such action. The payment provisions of such amount as liquidated damages is not intended as a forfeiture this Section 9.1 shall survive the Closing or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event earlier termination of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......this Agreement.