Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. If Purchaser commits a material default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Agreement), Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of 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 the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement.

Default by Purchaser. If Purchaser commits a material default defaults under this Agreement and such default shall continue for three (including3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield I defaults (after the applicable notice and cure period) under the Deerfield Commons I Agreement, without limitationthen Escrow Agent shall, a failure to purchase the Property, a failure to make the closing deliveries on demand (after giving Purchaser such written notice as is required by Section 4.3 above or the breach of a representation or warranty under this AgreementExhibit B), Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), to terminate this Agreement and receive pay the ▇▇▇▇▇▇▇ Money to Seller, as liquidated damages for the breach of Seller’s sole and exclusive remedy under this Agreement, . Seller and Purchaser acknowledge and agree it being agreed between is impossible to estimate more precisely the parties hereto damages that the actual damages to might be suffered by Seller in the event of such breach are impractical to ascertain and the amount upon Purchaser’s default. Seller’s retention of the ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages 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 (and hereby covenants it shall not) ▇▇▇ Purchaser; (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ 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 exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable estimate thereofliquidated damages. THEREFORENotwithstanding the foregoing, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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 nothing contained in this Section 6.1 shall 14.2 will limit (i) Seller’s remedies at law, in equity or prevent Seller from (a) terminating this Agreement and asserting any claims for damages for defaults herein provided in the event of a breach by Purchaser under this Agreement of any of its obligations that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement survive Closing or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a the earlier termination of this Agreement., or (ii) the obligations of RT Deerfield I to Seller’s Affiliate under the Deerfield Commons I Agreement. Purchaser Initials Seller Initials

Default by Purchaser. If Purchaser commits a material 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 Hawthorne Airport Purchase Agreement in the aggregate (the “Liquidated Sum”), and upon payment to Seller and Hawthorne Airport of the Liquidated Sum neither party shall have any further obligation or liability to the other under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Hawthorne Airport Purchase Agreement), except for the Post-Termination Surviving Obligations and the “Post-Termination Surviving Obligations” as defined in the Hawthorne Airport Purchase Agreement. In the event Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), elects to terminate this Agreement pursuant to this Section, Purchaser and receive Seller agree that it would be impractical and extremely difficult to estimate the ▇▇▇▇▇▇▇ Money as liquidated damages for which Seller may suffer and Purchaser and Seller do hereby agree that a reasonable estimate of the breach of this Agreement, it being agreed between the parties hereto total net detriment that the actual damages to Seller would suffer in the event of such breach are impractical that Seller terminates this Agreement pursuant to ascertain this Section 11.2 is and shall be an amount equal to the amount Liquidated Sum, together with the accrued interest thereon. Such payment of the ▇▇▇▇▇▇▇ Money Liquidated Sum is not intended as a reasonable estimate thereofpenalty, but as full liquidated damages. THEREFORE, SUCH RETENTION OF THE LIQUIDATED SUM BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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 SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERSELLER 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 PROVISION. Purchaser Initials: /s/ EL_____________ Seller Initials: /s/ RF______________________ Provided, however, neither the termination of this Agreement nor the Closing shall limit, affect or impair any (i) indemnity, defense and hold harmless obligations of Purchaser Nothing contained hereunder, or (ii) any of the Post-Termination Surviving Obligations of Purchaser hereunder which expressly survive termination of this Agreement or the Closing; Seller shall not be restricted from bringing an action against the Purchaser seeking damages for or relief from any failure to comply with or breach by the Purchaser of any such obligations, or for expungement or relief from any lis pendens, injunction or other restraint. Notwithstanding the foregoing, if upon an action filed by Purchaser a court determines that forfeiture of the Liquidated Sum is an illegal penalty, then Seller retains all its rights and remedies at law or in equity as a result of Purchaser’s default hereunder. With respect to any Purchaser obligations hereunder which survive Closing, nothing in this Section 6.1 shall limit or prevent Seller from (a) terminating limits any of Seller’s rights and remedies with respect to a breach of this Agreement and asserting any claims for damages for defaults after Closing by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement.. 12​

Default by Purchaser. If Purchaser commits a is in default of its obligations hereunder to consummate the purchase of the Property in accordance with the material default under terms of this Agreement after notice and three (including3) Business Days’ opportunity to cure, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Agreement), then Seller shall will be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below)and exclusive remedy, to terminate this Agreement by written notice to Purchaser and Escrow Agent after the expiration of the cure period, and receive the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages for the breach of this Agreement. Notwithstanding the foregoing, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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 nothing contained in this Section 6.1 shall 11.1, will limit or prevent the rights of Seller from and liability of Purchaser following the Closing under (ai) terminating this Agreement and asserting any claims for damages for defaults indemnity expressly provided by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement survives the Closing or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement.; (ii) any of the documents and instruments executed by Purchaser and delivered to Seller pursuant to the terms 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 shall limit Seller’s rights and remedies if Purchaser is in default of any of its other pre-Closing obligations, and (ii) Seller shall not have the right of specific performance to require Purchaser to consummate the transactions contemplated hereunder. THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT OF PURCHASER’S DEFAULT OR FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT (THE “LIQUIDATED DAMAGES AMOUNT”). THEREFORE, IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, THEN, SELLER SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY. THE LIQUIDATED DAMAGES AMOUNT HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON PURCHASER’S FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. IN NO EVENT SHALL SELLER SEEK SATISFACTION FOR ANY OBLIGATION FROM ANY PARTNERS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LEGAL REPRESENTATIVES OF PURCHASER NOR SHALL ANY OF THE FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF PURCHASER. Sellers: _/s/ SJL_____ Purchaser:_/s/ JS________ (Initials) (Initials)

Default by Purchaser. If In the event that Purchaser commits a material default under fails to consummate this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above for any reason other than Seller’s default or the breach permitted termination of a representation this Agreement by either Seller or warranty Purchaser as herein expressly provided, or if Purchaser otherwise defaults under this Agreement), Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below)remedy, to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money, or such portion of the Escrow Money in the possession of the Escrow Agent at the time of Purchaser’s default, as liquidated damages for the breach of 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 the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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 The foregoing liquidated damages provision of this Section 6.1 shall limit or prevent Seller from not: (a) terminating this Agreement apply to Purchaser’s obligations under Section 10.1, nor shall Purchaser be entitled to credit or offset the ▇▇▇▇▇▇▇ Money or any portion thereof against any damages suffered by Seller by reason of Purchaser’s default with respect thereto; and asserting (b) be deemed to limit Purchaser’s liability under any claims for damages for defaults by Purchaser indemnity or breach of any covenant under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement is expressly stated to survive the Closing or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a early termination of this Agreement. The foregoing also shall not apply to any of Purchaser’s survival obligations specified in Section 10.23. In addition, if the First Deposit is not timely posted in accordance with Section 1.6, then this Agreement shall be null and void ab initio. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Default by Purchaser. If Purchaser commits a material default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty defaults under this Agreement), Seller shall be entitled, as its sole remedy (without limiting Seller's ’s rights under Section 10.16 10.20 below), to terminate this Agreement and receive the ▇E▇▇▇▇▇▇ Money as liquidated damages for the breach of 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 the amount of the ▇E▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT E▇▇▇▇▇▇ MONEY AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’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. InitialsINITIALS: Seller _______ Purchaser _______ Nothing contained in this Section 6.1 shall limit or prevent Seller from (a) terminating this Agreement and asserting any legal or equitable claims for damages for defaults by against Purchaser with respect to any indemnification of Seller under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for or obligation to pay attorneys' ’ fees and other amounts under Section 10.16 below10.20, or (cb) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (dc) enforcing Purchaser's ’s other obligations and liabilities which survive a termination of this Agreement.

Default by Purchaser. If Purchaser commits a material default defaults under this Agreement and such default shall continue for three (including3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield II defaults (after the applicable notice and cure period) under the Deerfield Commons II Agreement, without limitationthen the Escrow Agent shall, a failure to purchase the Property, a failure to make the closing deliveries on demand (after giving Purchaser such written notice as is required by under Section 4.3 above or the breach of a representation or warranty under this Agreement4.5), Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), to terminate this Agreement and receive pay the ▇▇▇▇▇▇▇ Money Deposit to Seller, as liquidated damages for the breach of Seller’s sole and exclusive remedy under this Agreement, . Seller and Purchaser acknowledge and agree it being agreed between is impossible to estimate more precisely the parties hereto damages that the actual damages to might be suffered by Seller in the event of such breach are impractical to ascertain and the amount 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 receive and retain the ▇▇▇▇▇▇▇ Money Deposit as full liquidated damages 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 (and hereby covenants it shall not) ▇▇▇ Purchaser; (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ 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 exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable estimate thereofliquidated damages. THEREFORENotwithstanding the foregoing, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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 nothing contained in this Section 6.1 shall 13.2 will limit (i) Seller’s remedies at law, in equity or prevent Seller from (a) terminating this Agreement and asserting any claims for damages for defaults herein provided in the event of a breach by Purchaser under this Agreement of any of its obligations that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement survive Closing or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a the earlier termination of this Agreement., or (ii) the obligations of RT Deerfield II to Seller’s Affiliate under the Deerfield Commons II Agreement. Purchaser Initials Seller Initials

Default by Purchaser. If prior to Closing, Purchaser commits a material default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty defaults under this Agreement), Seller shall be entitled, as its sole and exclusive remedy (without limiting Seller's ’s rights with respect to any indemnification obligations of Purchaser under Section 10.16 below)11.1, ARTICLE III and/or Section 11.18) to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of 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 the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, SUBJECT TO THE PRECEDING SENTENCE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’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 Seller, after Closing has occurred, from: (a) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any legal or equitable claims against Purchaser for Purchaser’s obligation to pay attorneys' ’ fees and other amounts under Section 10.16 below, 11.18; (cb) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, ; or (dc) enforcing Purchaser's ’s other obligations and liabilities which survive a termination of this AgreementClosing.

Default by Purchaser. If Purchaser commits a material shall default under this Agreement (including, without limitation, a failure in its obligation to purchase the Property, a failure Property pursuant to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Agreement), Purchaser agrees that Seller shall have the right to have the Escrow Agent deliver the ▇▇▇▇▇▇▇ Money to Seller as liquidated damages to recompense Seller for time spent, labor and services performed, and the loss of its bargain. Purchaser and Seller agree that it would be entitledimpracticable or extremely difficult to affix damages if Purchaser so defaults and that the ▇▇▇▇▇▇▇ Money, as its sole remedy (without limiting together with the interest thereon, represents a reasonable estimate of Seller's rights under Section 10.16 below), ’s damages. Seller agrees to terminate this Agreement and receive accept the ▇▇▇▇▇▇▇ Money as liquidated Seller’s total damages for and relief hereunder if Purchaser defaults in its obligation to close hereunder. If Purchaser does so default, this Agreement shall be terminated and Purchaser shall have no further right, title or interest in or to the breach of 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 the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereofProperty. THEREFORE, THE AMOUNT PAID TO AND RETAINED BY PLACING THEIR INITIALS BELOW, SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING PROVISIONS SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S ’S ACTUAL DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE PART AMOUNT OF PURCHASERTHE DEPOSIT PLUS ANY INTEREST ACCRUED THEREON REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYPENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERSELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 9.1, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. Seller’s Initials: Seller Purchaser Nothing contained in this Section 6.1 shall limit or prevent Seller from (a) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing RDG Purchaser's other obligations and liabilities which survive a termination of this Agreement.’s Initials: KT

Default by Purchaser. If prior to Closing, Purchaser commits a material default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty defaults under this Agreement), Seller shall be entitled, as its sole and exclusive remedy (without limiting Seller's ’s rights with respect to any indemnification obligations of Purchaser under Section 10.16 below)11.1, ARTICLE III and/or Section 11.18) to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of 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 the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, SUBJECT TO THE PRECEDING SENTENCE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’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. InitialsINITIALS: Seller YG Purchaser TCF Nothing contained in this Section 6.1 shall limit or prevent Seller from Seller, after Closing has occurred, from: (a) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any legal or equitable claims against Purchaser for Purchaser’s obligation to pay attorneys' ’ fees and other amounts under Section 10.16 below, 11.18; (cb) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, ; or (dc) enforcing Purchaser's ’s other obligations and liabilities which survive a termination of this AgreementClosing.

Default by Purchaser. If Purchaser commits a material default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty defaults under this Agreement), Seller shall be entitled, as its sole remedy (without limiting Seller's ’s rights with respect to any indemnification obligations of Purchaser under this Agreement or under Section 10.16 10.19 below), to terminate this Agreement and receive the ▇E▇▇▇▇▇▇ Money as liquidated damages for the breach of 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 the amount of the ▇E▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON E▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’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) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any legal or equitable claims against Purchaser for Purchaser’s obligation to pay attorneys' ’ fees and other amounts under Section 10.16 below10.19, or (cb) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (dc) enforcing Purchaser's ’s other obligations and liabilities which survive Closing or a termination of this Agreement.

Default by Purchaser. If Purchaser commits a material 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 (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this 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 Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), elects to terminate this Agreement pursuant to this Section, Purchaser and receive Seller agree that it would be impractical and extremely difficult to estimate the ▇▇▇▇▇▇▇ Money as liquidated damages for which Seller may suffer and Purchaser and Seller do hereby agree that a reasonable estimate of the breach of this Agreement, it being agreed between the parties hereto total net detriment that the actual damages to Seller would suffer in the event of such breach are impractical that Seller terminates this Agreement pursuant to ascertain this Section 11.2 is and shall be an amount equal to the amount Liquidated Sum, together with the accrued interest thereon. Such payment of the ▇▇▇▇▇▇▇ Money Liquidated Sum is not intended as a reasonable estimate thereofpenalty, but as full liquidated damages. THEREFORE, SUCH RETENTION OF THE LIQUIDATED SUM BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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 SELLER 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) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth aboveSELLER PURSUANT TO SECTIONS 1671, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement.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. If 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 commits a material default under this Agreement (includingand Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Agreement), Seller Escrow Agent shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), to terminate this Agreement and receive pay the ▇▇▇▇▇▇▇ Money as liquidated damages for 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 breach account designated by each of this Agreementthem, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount 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 thereof. THEREFOREof the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting 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 claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation default of Purchaser under resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or preclude 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 from obtaining a damage award in connection therewithspecifically waives its rights to seek any punitive, speculative, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement.consequential damages. ARTICLE XIV.......

Default by Purchaser. If the Purchaser commits a material in relation to any Producer is in default in the observance or performance of any substantial covenant or obligation under this Agreement and such default shall continue for a period of 90 days after written notice specifying the default shall have been given to the Purchaser by such Producer then that Producer may by notice in writing to the Purchaser (including, without limitation, so far as the separate Agreement between the Purchaser and that Producer is concerned): (i) Suspend deliveries of Gas hereunder provided that the Purchaser shall remain liable to pay that Producer the amount due to it for Monthly Minimum Quantities which will not give any entitlement to Make-up Gas; and/or (ii) Terminate such separate Agreement. In the event that a failure Producer terminates such separate Agreement as aforesaid the Purchaser shall pay to purchase the Property, a failure to make the closing deliveries required that Producer as and by Section 4.3 above or the breach way of a representation or warranty under this Agreement), Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages its Ownership Percentage of the net present value of the Base Price for the breach of this Agreement, it being agreed between the parties hereto that the actual damages aggregate Annual Minimum Quantities remaining to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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) terminating this Agreement and asserting any claims for damages for defaults by Purchaser be delivered under this Agreement that are not "material" as set forth above, at the date of termination. The net present value as aforesaid shall be determined by: (bA) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser Ascertaining the Base Price which applied or would have applied under this Agreement or preclude Seller using the assumptions set out in (B) below in each Quarter from obtaining the start of the Contract Year in which termination occurs until the aggregate Annual Minimum Quantities remaining to be delivered under this Agreement would have been delivered; (B) The actual impact on the Base Price of CPI Escalation, Mega CPI Escalation and Fuel Escalation is to be averaged on an annual basis over whichever of the following periods prior to termination is the longer namely: (I) three years; and (II) the period since the Date of Initial Delivery. (C) Assuming the Base Price ascertained in paragraph (A) above for the four Quarters in each of the relevant Contract Years and dividing the sum thereof by four to derive the average Base Price applicable to the respective Contract Years. (D) Multiplying the Annual Minimum Quantities remaining to be delivered under this Agreement from the date of termination by the average Base Price for each relevant Contract Year to derive the price payable by the Purchaser in respect of each such Contract Year. (E) Discounting each of the amounts referred to in paragraph (D) above to present value as a damage award in connection therewithmid year stream at the rate of 7 percent per annum above the CPI for the relevant Contract Year, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreementaggregating the resulting amounts.

Default by Purchaser. If Purchaser commits a material default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty defaults under this Agreement), Seller shall be entitled, as its sole and exclusive remedy (without limiting Seller's ’s rights with respect to any indemnification obligations of Purchaser under this Agreement or under Section 10.16 10.17 below), to terminate this Agreement and and, to the extent the ▇▇▇▇▇▇▇ Money has theretofore been funded by Purchaser to Escrow Agent pursuant to Section 1.6, receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of 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 the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THEREFORE THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’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 after Closing has occurred from (a) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any legal or equitable claims against Purchaser for Purchaser’s obligation to pay attorneys' ’ fees and other amounts under Section 10.16 below10.17, or (cb) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (dc) enforcing Purchaser's ’s other obligations and liabilities which survive Closing. Notwithstanding the foregoing, 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 termination lis pendens or other lien against the Property, or the seeking of this Agreementan injunction or similar relief, Seller shall have the right to recover its actual damages caused by such action of Purchaser in addition to the liquidated damages referred to above due to the default of Purchaser in purchasing the Property.

Default by Purchaser. 10.1.1 If Purchaser commits a material shall default under this Agreement (including, without limitation, a failure in its obligation to purchase the PropertyProperty pursuant to this Contract, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Agreement), then Purchaser agrees that Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), have the right to terminate this Agreement Contract by written notice to Purchaser and receive to have the Escrow Agent immediately deliver all ▇▇▇▇▇▇▇ Money then held by it, if any, to Seller, as liquidated damages to recompense Seller for time spent, labor and services performed, and the loss of its bargain. Purchaser expressly consents to the foregoing. Purchaser and Seller agree that it would be impracticable or extremely difficult to affix damages if Purchaser so defaults and that the ▇▇▇▇▇▇▇ Money represents a reasonable estimate of Seller’s damages. Seller agrees to accept the ▇▇▇▇▇▇▇ Money as liquidated Seller’s total damages and relief for the breach of this Agreement, it being agreed between the parties hereto that the actual damages Purchaser’s default in its obligation to Seller in close hereunder. In the event of such breach are impractical a termination, the parties shall have no further obligations hereunder except as otherwise provided herein. Notwithstanding anything to ascertain the contrary, Purchaser shall be entitled to a written notice of default and a ten (10) business day cure period before Seller may terminate this Contract under this Section 10.1.1. 10.1.2 In the amount of event Purchaser, following Closing, breaches any covenant contained herein that, by the ▇▇▇▇▇▇▇ Money is express terms hereof, survives Closing, Seller’s sole and exclusive remedies shall be to (a) institute an action for specific performance or (b) institute a reasonable estimate thereofsuit for actual damages only. THEREFOREIN NO EVENT SHALL PURCHASER AND ITS RESPECTIVE AGENTS, BY PLACING THEIR INITIALS BELOWAFFILIATES, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT SUBSIDIARIES, SUCCESSORS AND ASSIGNS BE LIABLE TO SELLER FOR ANY INTEREST THEREON HAS BEEN AGREED UPONPUNITIVE, AFTER NEGOTIATIONSPECULATIVE, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S CONSEQUENTIAL OR OTHER DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF (BEYOND ACTUAL DAMAGES) FOR A DEFAULT UNDER THIS AGREEMENT ON THE PART SECTION 10.1.2, ALL 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 WHICH ARE HEREBY WAIVED BY SELLER. Initials: Seller Purchaser Nothing contained in this Section 6.1 shall limit or prevent Seller from (a) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement.

Default by Purchaser. If Purchaser commits a material default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Agreement), Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of this Agreement, it being agreed between the The parties hereto acknowledge that the actual damages to Seller in the event of such breach are impractical a default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to ascertain and determine; therefore, the parties agree that the amount of the ▇▇▇▇▇▇▇ Money is a has been agreed upon as the parties’ reasonable estimate thereofof Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, 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 entitled to Terminate this Agreement by written notice to Purchaser of such termination and the ▇▇▇▇▇▇▇ Money deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in 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 set forth in this Section 8.1 shall survive termination of this Agreement. IN ADDITION, THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER 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. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE PURCHASER AND SELLER DO HEREBY AGREE THAT THE DEPOSIT AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' A REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF A DEFAULT UNDER THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT ON THE PART OF BY PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYPENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERSELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. Initials: Seller Purchaser Nothing contained in this Section 6.1 shall limit or prevent Seller from 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 (a) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth aboveIN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED HEREUNDER), (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 belowNEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. Seller’s initials Purchaser's other obligations and liabilities which survive a termination of this Agreement.’s initials

Default by Purchaser. If Purchaser commits a material shall default under this Agreement (including, without limitation, a failure in its obligation to purchase the Property, a failure Unit pursuant to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Agreement), Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), to terminate this Agreement and receive the P▇▇▇▇▇▇▇▇ Money as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto agrees that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the S▇▇▇▇▇▇▇ Money is ’s sole remedy hereunder, shall be to retain 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 agree that 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 thereofof Seller’s damages. THEREFORES▇▇▇▇▇ agrees to accept the Deposit as S▇▇▇▇▇’s total damages and relief hereunder if Purchaser defaults in its obligation to close hereunder (but without limiting any of Purchaser’s indemnity obligations hereunder or other obligations specifically surviving termination). If Purchaser does so default and Seller delivers a written notice of termination to Purchaser, BY PLACING THEIR INITIALS BELOWthis Agreement shall be terminated and Purchaser shall have no further right, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON HAS BEEN AGREED UPONtitle or 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, AFTER NEGOTIATIONexchange, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASERtransfer, AT LAW OR IN EQUITYlease, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASERdispose 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, 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 contrary, consequential and punitive damages) incurred by Seller by reason of or relating to such action. 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 The provisions of this Section 6.1 9.1 shall limit survive the Closing or prevent Seller from (a) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a earlier termination of this Agreement.

Default by Purchaser. If “Default by Purchaser” shall mean a failure of Purchaser commits to materially comply with or satisfy any covenant or agreement contained in this Agreement, or a material default under this Agreement (including, without limitation, a failure to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a any representation or warranty under this Agreement), Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of Purchaser contained in this Agreement, it being agreed between 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 parties hereto that “Seller Notice”). If Closing is scheduled to occur less than five (5) business days after the actual damages to Seller in the event of such breach are impractical to ascertain and the amount date of the ▇▇▇▇▇▇▇ Money is Seller Notice, Closing shall be extended by the number of days reasonably required to cure the default, not to exceed five (5) business days following Purchaser’s receipt of the Seller Notice. Upon the occurrence of a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT 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) terminating this Agreement and asserting any claims for damages for defaults Default by Purchaser under this Agreement that are not "material" beyond any applicable cure period as set forth above, Seller may, by giving Purchaser written notice of Seller’s election to terminate this Agreement, in which case (bi) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude shall terminate and (ii) Seller from obtaining a damage award 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. In the event Seller terminates this Agreement pursuant to this Section 11.2, neither party shall have any further obligations to the other, except as set forth in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement. The parties have agreed Seller’s actual damages, in the event of a default by 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 Seller’s damages. 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. If 7.2.1 In the event that Purchaser commits a material default (i) defaults in the performance of any of its obligations under this Agreement other than its obligation to proceed to Closing, which default remains uncured for five (including5) Business Days after written notice thereof to Purchaser, without limitation, a failure or (ii) fails to purchase the Property, a failure proceed to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty Closing when obligated to do so under this Agreement), and Seller is not then in material breach or default in the performance of any of its obligations under this Agreement, Seller may terminate this Agreement by providing written notice of termination to Purchaser. Upon a termination by Seller under this Section 7.2, Seller shall be entitled, as its sole remedy (without limiting Seller's rights under Section 10.16 below), entitled to terminate this Agreement receive and receive retain the ▇E▇▇▇▇▇▇ Money as liquidated damages for (and not as a penalty or forfeiture) and as Seller’s sole and exclusive remedy and relief hereunder (except with regard to the breach of this AgreementSurviving Obligations to which such limitation shall not apply), it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇E▇▇▇▇▇▇ Money is a reasonable estimate thereofshall be forfeited to Seller, and Escrow Agent shall pay the E▇▇▇▇▇▇ Money to Seller promptly after receiving written demand therefor from Seller, subject in all events, however, to Escrow Agent’s rights and obligations described in Section 10. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT ESCROW FAILS TO CLOSE SOLELY DUE TO A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY AMOUNT OF THE E▇▇▇▇▇▇ MONEY TOGETHER WITH ALL INTEREST ACCRUED THEREON TO BE PAID TO SELLER HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’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 AND THAT THE PAYMENT OF SUCH AMOUNT TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYPENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLEROWNER PURSUANT TO SECTION 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. InitialsNOTWITHSTANDING THE FOREGOING LIMITATIONS ON DAMAGES, SUCH LIMITATION SHALL NOT PRECLUDE SELLER FROM RECOVERING ATTORNEYS’ FEES AND COSTS INCURRED IN SEEKING TO RECOVER THE LIQUIDATED DAMAGES UNDER THIS SECTION 7.2. INITIALS: Seller Purchaser Nothing contained in None of the provisions of this Section 6.1 7.2 shall limit limit, impair or prevent affect Surviving Obligations. 7.2.2 Further, notwithstanding anything herein to the contrary, Seller from (a) terminating agrees that Purchaser shall only be liable for any direct or actual damages, but not any consequential or punitive damages, suffered by Seller on account of any breach by Purchaser. 7.2.3 Except with regard to the matters described in the Addendum, in no event whatsoever shall recourse be had or liability asserted against any of Purchaser’s or Seller’s partners, members, shareholders, employees, agents, directors, officers or other owners of Purchaser or Seller, or their respective constituent partners. Neither Purchaser’s nor Seller’s direct and indirect shareholders, partners, members, beneficiaries and owners and their respective trustees, officers, directors, employees, agents and security holders, assume any personal liability for any obligations entered into on behalf of the parties under this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any claims against Purchaser for attorneys' fees and other amounts under Section 10.16 below, (c) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreementthe closing documents.

Default by Purchaser. If Purchaser commits a material default defaults under this Agreement (including, without limitation, a failure prior to purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or the breach of a representation or warranty under this Agreement)Closing, Seller shall be entitled, as its sole remedy (without limiting Seller's ’s rights with respect to any indemnification obligations of Purchaser under this Agreement or under Section 10.16 10.19 below), to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of 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 the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' ’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER'S ’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) terminating this Agreement and asserting any claims for damages for defaults by Purchaser under this Agreement that are not "material" as set forth above, (b) asserting any legal or equitable claims against Purchaser for Purchaser’s obligation to pay attorneys' ’ fees and other amounts under Section 10.16 below10.19, or (cb) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (dc) enforcing Purchaser's ’s other obligations and liabilities which survive Closing or a termination of this Agreement.