Common use of Default Termination Clause in Contracts

Default Termination. At any time during the term of this Agreement, if either party is in default, the non-defaulting party shall be entitled to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 below, if either party shall fail to commence their work in accordance with the provisions of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At any time during the term of this Agreement, if either party is in default, the non-defaulting party shall be entitled to the following remedies. (a) Except as set forth If Purchaser defaults hereunder, then provided Seller is not in Subsection 5(b) and Section 6 belowmaterial default, if either party Seller’s sole remedy shall fail be to commence their work in accordance with terminate this Agreement by giving written notice thereof to Purchaser, whereupon the provisions of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions entire amount of the federal▇▇▇▇▇▇▇ Money shall be retained by Seller as liquidated damages as Seller’s sole and exclusive remedy, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting neither party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost further liability or obligation to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ feesother. The above- described rights parties acknowledge and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, agree that Seller’s actual damages in the event of a Purchaser’s default by Redstone, the City shall be entitled are uncertain in amount and difficult to all ascertain and that said amount of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damagesliquidated damages was reasonably determined. (b) Notwithstanding If Seller defaults hereunder or a condition hereunder is not satisfied within five (5) business days of Seller’s receipt of written notice of Purchaser’s refusal to waive the terms same, then provided Purchaser is not in material default, Purchaser may, at its sole election, either: (1) Terminate this Agreement, whereupon the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser and neither party shall have any further liability or obligation to the other, except for the provisions of Subsection 5(a), this Agreement may which are expressly stated to survive the termination of this Agreement; or (2) Assert and seek judgment against Seller for specific performance; provided that the foregoing shall be terminated under Purchaser’s sole and exclusive remedies, and the terms set forth above in Sections 1(a)exercise of one of such remedies by Purchaser shall be deemed an election of remedies, 1(b), 1(c) or 1(d) subject to and shall preclude Purchaser from the payment exercise of the costs described on other such remedy. If (i) Purchaser elects to seek, but is unsuccessful in obtaining or enforcing, a judgment against Seller for specific performance and Seller is proven to have willfully defaulted under this Agreement, as conclusively evidenced by a final order entered to that effect, or (ii) if Purchaser elects to terminate this Agreement and Seller is proven to have willfully defaulted under this Agreement, as conclusively evidenced by a final order entered to that effect, then Seller will reimburse all out-of-pocket expenses reasonably incurred by Purchaser in connection with its pursuit of the Payment Schedule.transaction contemplated by this Agreement in an amount not to exceed ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00). REAL ESTATE SALE AGREEMENT ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (AURORA, ILLINOIS)

Default Termination. At any time during the term of this Agreement, if either party is in default, the non-defaulting party shall be entitled to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowIf either party commits a Material Breach of this Agreement which is not rectified within 30 days after receipt of notice of the Material Breach, or if the Material Breach is not capable of being rectified within such 30 day period, if either steps to rectify the Material Breach are not commenced within the 30 day period and thereafter pursued to completion within an additional 30 day period: (i) the other party shall fail to commence their work in accordance with the provisions of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under may terminate this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail (without prejudice to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any its other rights and remedies at law that may be available under this Agreement and under applicable law), or in equity. Additionally, (ii) in the event case of a default Material Breach by RedstoneCott, Wal*Mart may by notice to Cott trigger the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damagesThird Party Manufacturing Option. (b) Notwithstanding anything to the terms contrary contained in this Agreement, Cott is not obligated to provide any [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED+] to Wal*Mart (or to any [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED+] for the [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED+] of Subsection 5(a[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED+]), other than pursuant to the Third Party Manufacturing Option, and Wal*Mart shall not use any concentrates supplied by Cott (nor allow them to be used) for [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED+] except pursuant to the Third Party Manufacturing Option. (c) If this Agreement may be is terminated under the terms set forth above in Sections 1(aby Cott pursuant to clause 6(a), 1(b)Wal*Mart shall reimburse Cott, 1(cfor the Termination Costs. (d) or 1(dIn addition to its rights under Section 6(a) subject above, Wal*Mart may terminate this Agreement at any time so long as it gives Cott [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED+] years prior written notice (the "Notice Period") of its intention to terminate. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED+] At the end of the Notice Period Wal*Mart shall reimburse Cott for the Termination Costs. It is understood and agreed that Cott's obligations with respect to the payment Third Party Manufacturing Option shall be of no further force or effect upon the issuance by Wal*Mart of the costs described on termination notice pursuant to this clause 6(d). Finally, Wal*Mart agrees that if it exercises its termination right pursuant to this clause 6(d) Cott will (i) not be required to produce any Products for Wal*Mart during the Payment ScheduleNotice Period using concentrates other than those used by Cott prior to the issuance by Wal*Mart of the termination notice and (ii) be relieved of Cott's Exclusivity Obligation 1.5 years after the issuance by Wal*Mart of the termination notice pursuant to this clause 6(d).

Default Termination. At (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. SELLER’S INITIALS: _____ BUYER’S INITIALS: _____ (b) If Seller defaults in any time during the term of material respect hereunder, then provided Buyer is not in default any material respect, Buyer may, at its sole election, either: (1) Terminate this Agreement, if either party is in default, whereupon the non-defaulting Deposit shall be promptly returned to Buyer and neither party shall be entitled have any further liability or obligation to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowother, if either party shall fail to commence their work in accordance with except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; fail or (2) Assert and seek judgment against Seller for specific performance with respect to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions one or more (at Buyer’s election) of the federalproperties that comprise the Property; provided that if Buyer elects to purchase less than all of the properties, state and municipal permits for then the Project (including without limitation in conformance with Purchase Price will be reduced by the City aggregate Assigned Home Value of Montpelier public works standards and other applicable standards); fail the Excluded Properties. If a court of competent jurisdiction determines that the remedy of specific performance is not available to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment ScheduleBuyer, the non-defaulting party then Buyer shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other assert and seek judgment against Seller for any consequential or indirect actual contract damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) If Purchaser defaults hereunder, then provided Seller is not in default, Seller's sole and exclusive remedy shall be to terminate this Agreement by giving written notice thereof to Purchaser, whereupon the E▇▇▇▇▇▇ Money shall be retained by Seller as liquidated damages as Seller's sole and exclusive remedy, and neither party shall have any time during further liability or obligation to the term other except for those liabilities and obligations that expressly survive Closing or early termination of this Agreement. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined. (b) If Seller defaults hereunder prior to Closing, if either party then provided Purchaser is not in default, Purchaser may, at its sole election, either: (1) Terminate this Agreement, whereupon the nonE▇▇▇▇▇▇ Money shall be promptly returned to Purchaser and neither party shall have any further liability or obligation to the other except for those liabilities or obligations that expressly survive Closing or early termination of this Agreement; provided, that Seller shall reimburse Purchaser for its out-defaulting party of-pocket expenses incurred to third parties in connection with the transaction contemplated by this Agreement up to a maximum reimbursement obligation of Fifty Thousand Dollars ($50,000.00), to be reimbursed following delivery to Seller of paid receipts for same certified by Purchaser to Seller to be true, correct and complete. (2) Assert and seek judgment against Seller for specific performance; provided, however, if the remedy of specific performance is not legally available to Purchaser by reason of Seller's transfer of the Property to a third party, Purchaser shall be entitled to the following prompt return of the E▇▇▇▇▇▇ Money, and to pursue the actual damages sustained by Purchaser as a result of such breach; provided that (x) the foregoing shall be Purchaser's sole and exclusive remedies. , and the exercise of one of such remedies by Purchaser shall be deemed an election of remedies, and shall preclude Purchaser from the exercise of the other such remedy, and (ay) Except as subject to Section 8 hereof, nothing in this subsection be shall limit any right or remedy available to Purchaser after Closing in connection with any inaccuracy or breach of any of Seller's warranties and representations set forth in Subsection 5(b) and Section 6 below, if either party shall fail to commence their work in accordance with the provisions of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damages4. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At In the event the purchase and sale contemplated by this Contract is not consummated due to the breach hereof or default hereunder or breach or default of any provision of the Asset Purchase Agreement by Purchaser and such breach or default shall not have been cured by Purchaser within fifteen (15) days (or such additional time during the term as may be reasonably necessary) after delivery by Seller of this Agreementwritten notice thereof to Purchaser, if either party is in default, the non-defaulting party then Seller shall be entitled to retain the following remedies. (a) Except Earnest Money as set forth in Subsection 5(b) full liquidated damages and Section 6 below, if either party shall fail to commence their work in accordance with the provisions of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful Seller may avail it▇▇▇▇ ▇f any and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and all remedies at law or in equity. Additionally, in the event of a default by Redstoneincluding, the City but not limited to, specific performance and an action for damage for breach hereunder and Seller shall further be entitled to recover attorneys fees in connection with any such action. In the event the purchase and sale contemplated by this Contract is not consummated due to the breach hereof or default hereunder or breach or default of any provision of the Asset Purchase Agreement by Seller, or if any representation or warranty made herein by Seller is untrue or breached as of the Closing Date, then, after providing written notice to Seller of such breach, default or misrepresentation and allowing Seller fifteen (15) days after receipt of such notice (or such additional time as may be reasonably necessary) to cure, then the Earnest Money shall be returned immediately to Purchaser, and Purchas▇▇ ▇▇▇ avail itself of any and all of Redstone’s work-product remedies at law or in equity, including, but not limited to specific performance and Plans an action for damages for the Redstone Project which breach of any of the representations or warranties set forth herein, and shall further be entitled to recover attorneys' fees incurred in connection with any such action. In the event the purchase and sale contemplated by this Contract is not consummated due to the failure, without fault on the part of either party, to satisfy any of the conditions set forth in Paragraph 5 hereof within the respective time periods provided for therein or of any of the conditions in the Asset Purchase Agreement, Purchaser may, at its sole option (a) terminate this Contract, whereupon the Earnest Money shall be assigned returned immediately to Purchaser and this Co▇▇▇▇▇▇ shall terminate without further liability on the City part of either party and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential of no further force or indirect damages. effect, or (b) Notwithstanding elect to waive any of such conditions and proceed with the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above Closing in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Scheduleaccordance herewith.

Default Termination. At (a) Either Party may terminate this Agreement by written notice to the other Party if the other Party shall become insolvent or shall make an assignment for the benefit of creditors, or if any of the business or property of either Party shall come into the possession of a receiver or of any other governmental or court agency acting on behalf of creditors, or if any proceedings under any bankruptcy or insolvency act or acts for the relief of debtors shall be commenced against, by or in respect of either Party, or if any execution shall be issued against the property of either Party, or if any judgment against either Party, not fully bonded, shall remain unpaid in whole or in part for at least sixty (60) days after the entry thereof. Any termination pursuant to this paragraph shall become effective on the date specified in the Party’s notice, but in no event prior to actual receipt by the other Party. (b) Notwithstanding anything in this Agreement to the contrary, Motiva shall have the right, without cause and for its sole convenience, to cancel this Agreement in its entirety at any time prior to the Commencement Date. If Motiva cancels this Agreement, Motiva shall also cancel the Terminaling Agreement in accordance with its terms. If Motiva cancels this Agreement as herein provided, Sunoco shall have the option to either (i) retain ownership of the Pipeline, including but not limited to permits, engineering documents, and equipment delivered on order; or (ii) assign to Motiva all right, title and interest in and to the Pipeline to the extent of the construction completed in performance of this Agreement on the date of the termination (“Work Product”), including but not limited to permits, engineering documents, and equipment delivered or on order. The Work Product shall, in that event, be the sole and exclusive property of Motiva and may be used for any purpose Motiva desires without additional fee or cost. If Sunoco elects to retain ownership of the Pipeline, Motiva shall have no further obligations to Sunoco hereunder. If Sunoco elects to assign the Pipeline and Work Product to Motiva, Motiva shall pay as follows: (i) if Motiva cancels this Agreement at any time during the term calendar year 2007, Motiva will reimburse Sunoco for the lesser of (1) the actual reasonable expenses (including interest on the capital expenditures to date, at the prime rate charged by Citibank, N.A., New York, New York (or any successor thereof)) Sunoco has incurred from the Effective Date until the date notice of termination is given by Motiva, subject to verification by Motiva; or (2) the pro rata percentage of Sunoco’s quarterly forecast of expenses for 2007 as scheduled on EXHIBIT A, calculated based on when the notice is given by Motiva, subject to verification by Motiva; (ii) If Motiva cancels this Agreement at any time from January 1, 2008 through the Commencement Date, Motiva will pay to Sunoco an amount equal to the capital expenditures (including interest on the capital expenditures to date, at the prime rate charged by Citibank, N.A., New York, New York (or any successor thereof)) incurred by Sunoco for the Pipeline from the Effective Date until the date notice of termination is given by Motiva, plus a return on those capital expenditures of [******], subject to Motiva’s verification rights. (c) In addition to any other provisions of this Agreement relative to default, it is understood and agreed that if either Party hereto shall fail to substantially perform any of the material covenants or obligations imposed upon it under and by virtue of this Agreement, if either party is in default, the and such non-defaulting party performance is not the result of Force Majeure, then in such event the other Party hereto may, at its option, terminate this Agreement by proceeding as follows: The Party not in default shall cause a written notice to be served on the Party in default stating specifically the cause for terminating this Agreement and declaring it to be the intention of the Party giving notice to terminate the same; whereupon the Party in default shall have thirty (30) days after the service of the notice in which to remedy or remove the cause or causes stated in the notice for terminating the Agreement. If within the thirty (30) day period the Party in default does so remedy or remove said cause or causes, then such notice shall be entitled to withdrawn and this Agreement shall continue in full force and effect. In case the following remediesParty in default does not so remedy or remove the cause or causes within the thirty (30) day period, then, at the option of the Party giving the notice, this Agreement shall become null and void from and after the expiration of the thirty (30) day period. (ad) Except If a default cannot be reasonably cured within the thirty (30) day period and the Party in default has commenced to remedy the cause of default within such thirty (30) day period and continues diligently pursuing such remedy after such thirty (30) day period, then the Party not in default may not terminate this Agreement until such time as set forth the Party in Subsection 5(bdefault stops diligently pursuing a remedy of the default or it becomes obvious after ninety (90) and days following such thirty (30) day period that a remedy of the default is not immediately forthcoming. Any cancellation of this Agreement pursuant to the provisions of this Section 6 below12 shall be without prejudice to the rights of either Party including, if either party shall fail but not limited to: 1) the right to commence their work in accordance with collect any amounts then due such Party under the provisions of this Agreement; fail provided, however, that Motiva shall have no obligation to prosecute their work pay any Deficiency Payments if Sunoco is the Party in default and unable to remedy such default; and 2) the right of Motiva to receive any Crude Oil for which it has paid the charges hereunder but has not received prior to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions time of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damagescancellation. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. SELLER’S INITIALS: _____ BUYER’S INITIALS: _____ (b) If Seller defaults in any time during the term of material respect hereunder, then provided Buyer is not in default any material respect, Buyer may, at its sole election, either: (1) Terminate this Agreement, if either whereupon the Deposit shall be promptly returned to Buyer, as well as Buyer’s actual out of pocket costs to unrelated and independent third party is in defaultvendors, the non-defaulting including reasonable attorneys’ fees incurred as a result of this transaction, which costs and fees shall not exceed $40,000.00, and neither party shall be entitled have any further liability or obligation to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowother, if either party shall fail to commence their work in accordance with except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; fail or (2) Assert and seek judgment against Seller for specific performance with respect to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions one or more (at Buyer’s election) of the federalproperties that comprise the Property; provided that if Buyer elects to purchase less than all of such properties, state and municipal permits for then the Project (including without limitation in conformance with Purchase Price will be reduced by the City aggregate Assigned Home Value of Montpelier public works standards and other applicable standards); fail the excluded properties. If a court of competent jurisdiction determines that the remedy of specific performance is not available to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment ScheduleBuyer, the non-defaulting party then Buyer shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other assert and seek judgment against Seller for any consequential or indirect actual contract damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At any time during the term of this Agreement, if either party is in default, the non-defaulting party shall be entitled to the following remedies. (a) Except as set forth If Purchaser defaults in Subsection 5(bits obligation to (i) and Section 6 belowmake the Buyer Loan or (ii) consummate the Closing, if either party shall fail to commence their work then provided Seller is not in accordance with the provisions of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations default under this Agreement or the Plans; file a voluntary case under bankruptcy laws; Buyer Loan Documents, Seller’s sole remedy shall be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. IfAgreement by giving written notice thereof to Purchaser, after exercising any such whereupon the E▇▇▇▇▇▇ Money shall be retained by Seller as Seller’s sole and exclusive remedy, the reasonable cost subject to the non-defaulting party is provisions of this Agreement that expressly survive a termination, including the right to collect attorneys’ fees and costs in excess any action to enforce this provision under Section 22(k) below; provided, that if such default occurs after the closing of the consideration Buyer Loan, then Seller’s right to be paid hereunder, retain the defaulting party E▇▇▇▇▇▇ Money shall be liable for and shall reimburse subject to Seller’s obligation to repay the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth Buyer Loan in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damagesfull. (b) If Seller defaults hereunder, then provided Purchaser is not in default, Purchaser may, at its sole election, either: (1) Terminate this Agreement, whereupon the E▇▇▇▇▇▇ Money shall be promptly returned to Purchaser, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; and (2) Demand a prompt return of the E▇▇▇▇▇▇ Money, and assert and seek judgment against Seller for specific performance. Provided that the foregoing shall be Purchaser’s sole and exclusive remedies, and the exercise of one of such remedies by Purchaser shall be deemed an election of remedies, and shall preclude Purchaser from the exercise of the other such remedy. Notwithstanding the terms foregoing, if specific performance of Subsection 5(a)Seller’s obligation to convey the Property is not available to Purchaser due to an intentional act of Seller, or if, upon the exercise of its right to specific performance, Purchaser would not receive substantially the benefit of its bargain due to an intentional act of Seller, then in either such case, in addition to terminating this Agreement and getting its E▇▇▇▇▇▇ Money returned, Purchaser may be terminated under seek actual and documented out-of-pocket damages. This Section 18(b) shall survive the terms set forth above in Sections 1(a), 1(b), 1(c) Closing or 1(d) subject to the payment termination of the costs described on the Payment Schedulethis Agreement.

Default Termination. At 13.1 Either Party may terminate this Agreement by written notice to the other Party if the other Party shall become insolvent or shall make an assignment for the benefit of creditors, or if any of the business or property of either Party shall come into the possession of a receiver or of any other governmental or court agency acting on behalf of creditors, or if any proceedings under any bankruptcy or insolvency act or acts for the relief of debtors shall be commenced against, by or in respect of either Party, or if any execution shall be issued against the property of either Party, or if any judgment against either Party, not fully bonded, shall remain unpaid in whole or in part for at least sixty (60) days after the entry thereof. Any termination pursuant to this paragraph shall become effective on the date specified in the Party’s notice, but in no event prior to actual receipt by the other Party. 13.2 Notwithstanding anything in this Agreement to the contrary, Motiva shall have the right, without cause and for its sole convenience, to cancel this Agreement in its entirety at any time prior to the Commencement Date. If Motiva cancels this Agreement, Motiva shall also cancel the T&D Agreement in accordance with its terms. If Motiva cancels this Agreement as herein provided, Sunoco Partners shall have the option to either (i) retain ownership of the Nederland Terminal Expansion, including but not limited to permits, engineering documents, and equipment delivered on order; or (ii) assign to Motiva all right, title and interest in and to the Nederland Terminal Expansion to the extent of the construction completed in performance of this Agreement on the date of the termination (“Work Product”), including but not limited to permits, engineering documents, and equipment delivered or on order. The Work Product shall, in that event, be the sole and exclusive property of Motiva and may be used for any purpose Motiva desires without additional fee or cost. If Sunoco Partners elects to retain ownership of the Nederland Terminal Expansion, Motiva shall have no further obligations to Sunoco Partners hereunder. If Sunoco Partners elects to assign the Nederland Terminal Expansion and Work Product to Motiva, Motiva shall remove all Work Product from the Nederland Terminal premises within 180 (one hundred and eighty) days, and Motiva shall pay as follows: (i) if Motiva cancels this Agreement at any time during the term calendar year 2007, Motiva will reimburse Sunoco Partners for the lesser of (1) the actual reasonable expenses (including interest on the capital expenditures to date, at the prime rate charged by Citibank, N.A., New York, New York (or any successor thereof)) Sunoco Partners has incurred from the Effective Date until the date notice of termination is given by Motiva, subject to verification by Motiva; or (2) the pro rata percentage of Sunoco Partners’ quarterly forecast of expenses for 2007 as scheduled on EXHIBIT A, calculated based on when the notice is given by Motiva, subject to verification by Motiva; (ii) If Motiva cancels this Agreement at any time from January 1, 2008 through the Commencement Date, Motiva will pay to Sunoco Partners an amount equal to the capital expenditures (including interest on the capital expenditures to date, at the prime rate charged by Citibank, N.A., New York, New York (or any successor thereof)) incurred by Sunoco Partners for the Nederland Terminal Expansion from the Effective Date until the date notice of termination is given by Motiva, plus a return on those capital expenditures of [******], subject to Motiva’s verification rights. 13.3 In addition to any other provisions of this Agreement relative to default, it is understood and agreed that if either Party hereto shall fail to substantially perform any of the material covenants or obligations imposed upon it under and by virtue of this Agreement, if either party is in default, the and such non-defaulting party performance is not the result of Force Majeure, then in such event the other Party hereto may, at its option, terminate this Agreement by proceeding as follows: the Party not in default shall cause a written notice to be served on the Party in default stating specifically the cause for terminating this Agreement and declaring it to be the intention of the Party giving notice to terminate the same; whereupon the Party in default shall have thirty (30) days after the service of the notice in which to remedy or remove the cause or causes stated in the notice for terminating the Agreement. If within the thirty (30) day period the Party in default does so remedy or remove said cause or causes, then such notice shall be entitled withdrawn and this Agreement shall continue in full force and effect. In case the Party in default does not so remedy or remove the cause or causes within the thirty (30) day period, then, at the option of the Party giving the notice, this Agreement shall become null and void from and after the expiration of the thirty (30) day period. 13.4 If a default cannot be reasonably cured within the thirty (30) day period and the Party in default has commenced to remedy the cause of default within such thirty (30) day period and continues diligently pursuing such remedy after such thirty (30) day period, then the Party not in default may not terminate this Agreement until such time as the Party in default stops diligently pursuing a remedy of the default or it becomes obvious after ninety (90) days following such thirty (30) day period that a remedy of the default is not immediately forthcoming. Any cancellation of this Agreement pursuant to the following remedies. (aprovisions of this Section shall be without prejudice to the rights of either Party including, but not limited to: 1) Except as set forth in Subsection 5(b) and Section 6 below, if either party shall fail the right to commence their work in accordance with collect any amounts then due such Party under the provisions of this Agreement; fail provided, however, that Motiva shall have no obligation to prosecute their work pay any Deficiency Payments if Sunoco Partners is the Party in default and unable to remedy such default; and 2) the right of Motiva to receive any Crude Oil for which it has paid the charges hereunder but has not received prior to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions time of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damagescancellation. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At any time during the term of this Agreement, if either party is in default, the non-defaulting party shall be entitled to the following remedies. (a) Except as set forth If Purchaser defaults hereunder, then provided Seller is not in Subsection 5(b) and Section 6 belowmaterial default, if either party Seller’s sole remedy shall fail be to commence their work in accordance with terminate this Agreement by giving written notice thereof to Purchaser, whereupon the provisions of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions entire amount of the federal▇▇▇▇▇▇▇ Money shall be retained by Seller as liquidated damages as Seller’s sole and exclusive remedy, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting neither party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost further liability or obligation to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ feesother. The above- described rights parties acknowledge and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, agree that Seller’s actual damages in the event of a Purchaser’s default by Redstone, the City shall be entitled are uncertain in amount and difficult to all ascertain and that said amount of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damagesliquidated damages was reasonably determined. (b) Notwithstanding If Seller defaults hereunder or a condition hereunder is not satisfied within five (5) business days of Seller’s receipt of written notice of Purchaser’s refusal to waive the terms same, then provided Purchaser is not in material default, Purchaser may, at its sole election, either: (1) Terminate this Agreement, whereupon the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser and neither party shall have any further liability or obligation to the other, except for the provisions of Subsection 5(a), this Agreement may which are expressly stated to survive the termination of this Agreement; or (2) Assert and seek judgment against Seller for specific performance; provided that the foregoing shall be terminated under Purchaser’s sole and exclusive remedies, and the terms set forth above in Sections 1(a)exercise of one of such remedies by Purchaser shall be deemed an election of remedies, 1(b), 1(c) or 1(d) subject to and shall preclude Purchaser from the payment exercise of the costs described on other such remedy. If (i) Purchaser elects to seek, but is unsuccessful in obtaining or enforcing, a judgment against Seller for specific performance and Seller is proven to have willfully defaulted under this Agreement, as conclusively evidenced by a final order entered to that effect, or (ii) if Purchaser elects to terminate this Agreement and Seller is proven to have willfully defaulted under this Agreement, as conclusively evidenced by a final order entered to that effect, then Seller will reimburse all out-of-pocket expenses reasonably incurred by Purchaser in connection with its pursuit of the Payment Scheduletransaction contemplated by this Agreement in an amount not to exceed ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00).

Default Termination. At (a) If the Purchaser defaults in any time during material respect hereunder, or in the term event any representation by Purchaser hereunder is determined to be untrue in any material respect, the Seller’s sole remedy shall be to terminate this Agreement by giving written notice thereof to the Purchaser, whereupon the ▇▇▇▇▇▇▇ Money (or the portion thereof which has been deposited by the Purchaser with the Title Insurer) shall be retained by the Seller as liquidated damages as the Seller’s sole and exclusive remedy, and neither party shall have any further liability or obligation to the other, except for the indemnity provisions which survive the termination of this Agreement pursuant to Section 22(o) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement, . The parties acknowledge and agree that the Seller’s actual damages in the event of purchaser’s default are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined and is not a penalty. The Seller may not exercise its sole remedy if either party the Seller is in default, the non-defaulting party shall be entitled to the following remediesdefault in any material respect under this Agreement. (ab) Except If the Seller defaults in any material respect hereunder, or in the event any representation by Purchaser hereunder is determined to be untrue in any material respect, the Purchaser may, at its sole election and if such default is not cured by Seller within ten (10) days following written notice thereof from Purchaser (with the Closing Date extended for such time so as set forth to permit Seller the opportunity to effectuate a cure thereof), either: (1) Terminate this Agreement, whereupon the ▇▇▇▇▇▇▇ Money shall be immediately returned to the Purchaser and Seller shall reimburse Purchaser for all of its actual out of pocket expenses incurred in Subsection 5(bconnection with this Agreement, the Survey and other due diligence investigations (not to exceed the amount of the Purchaser Cost Cap in the aggregate) and Section 6 below, if either neither party shall fail have any further liability or obligation to commence their work in accordance with the other, except for the indemnity provisions which survive the termination of this Agreement pursuant to Section 22(o) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement; fail to prosecute their work or (2) Assert and seek judgment against the Seller for specific performance, provided that if a court of competent jurisdiction determines that the remedy of specific performance is not available to the completion thereof in a diligentPurchaser due to willful actions by Seller, efficient, workmanlike, skillful and careful manner and in strict accordance with then the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party Purchaser shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, all remedies available to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies it at law or in equity. Additionallyequity (including, in the event of a default by Redstonewithout limitation, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to seek judgment against the Deposit. Neither party shall be liable to the other Seller for actual contract damages (but excluding any consequential or indirect damages). The Purchaser may not exercise its remedies hereunder if the Purchaser is in default in any material respect under this Agreement. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT SELLER’S INITIALS: _____ BUYER’S INITIALS: _____ (b) If Seller defaults in any time during the term of material respect hereunder, then provided Buyer is not in default any material respect, Buyer may, at its sole election, either: (1) Terminate this Agreement, if either whereupon the Deposit shall be promptly returned to Buyer, as well as Buyer’s actual out of pocket costs to unrelated and independent third party is in defaultvendors, the non-defaulting including reasonable attorneys’ fees incurred as a result of this transaction, which costs and fees shall not exceed One Hundred Thousand and 00/100 Dollars ($100,000.00), and neither party shall be entitled have any further liability or obligation to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowother, if either party shall fail to commence their work in accordance with except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; fail or (2) Assert and seek judgment against Seller for specific performance with respect to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions one or more (at Buyer’s election) of the federalproperties that comprise the Property; provided that if Buyer elects to purchase less than all of such properties, state and municipal permits for then the Project (including without limitation in conformance with Purchase Price will be reduced by the City aggregate Assigned Home Value of Montpelier public works standards and other applicable standards); fail the excluded properties. If a court of competent jurisdiction determines that the remedy of specific performance is not available to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment ScheduleBuyer, the non-defaulting party then Buyer shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other assert and seek judgment against Seller for any consequential or indirect actual contract damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. SELLER’S INITIALS: HTG BUYER’S INITIALS: CMC (b) If Seller defaults in any time during the term of material respect hereunder, then provided Buyer is not in default any material respect, Buyer may, at its sole election, either: (1) Terminate this Agreement, if either whereupon the Deposit shall be promptly returned to Buyer, as well as Buyer’s actual out of pocket costs to unrelated and independent third party is vendors, including reasonable attorneys’ fees, incurred as a result of this transaction not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in defaultthe aggregate, the non-defaulting and neither party shall be entitled have any further liability or obligation to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowother, if either party shall fail to commence their work in accordance with except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; fail or (2) Assert and seek judgment against Seller for specific performance with respect to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions one or more (at Buyer’s election) of the federalproperties that comprise the Property; provided that if Buyer elects to purchase less than all of such properties, state and municipal permits for then the Project (including without limitation in conformance with Purchase Price will be reduced by the City of Montpelier public works standards and other applicable standards); fail to use an adequate aggregate amount of personnel or equipment; fail to perform any the Assigned Value of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect damagesexcluded properties. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. SELLER’S INITIALS: _____ BUYER’S INITIALS: _____ (b) If Seller defaults in any time during the term of material respect hereunder, then provided Buyer is not in default any material respect, Buyer may, at its sole election, either: (1) Terminate this Agreement, if either whereupon the Deposit shall be promptly returned to Buyer, as well as Buyer’s actual out of pocket costs to unrelated and independent third party is in defaultvendors, the nonincluding reasonable attorneys’ fees incurred as a result of this transaction, which costs and fees shall not exceed Twenty-defaulting Four Thousand Four Hundred Thirty and 00/100 Dollars ($24,430.00.00), and neither party shall be entitled have any further liability or obligation to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowother, if either party shall fail to commence their work in accordance with except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; fail or (2) Assert and seek judgment against Seller for specific performance. If a court of competent jurisdiction determines that the remedy of specific performance is not available to prosecute their work to the completion thereof in a diligentBuyer, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party then Buyer shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other assert and seek judgment against Seller for any consequential or indirect actual contract damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) If the Purchaser defaults in any time during material respect hereunder, the term Seller’s sole remedy shall be to terminate this Agreement by giving written notice thereof to the Purchaser, whereupon the ▇▇▇▇▇▇▇ Money shall be retained by the Seller as liquidated damages as the Seller’s sole and exclusive remedy, and neither party shall have any further liability or obligation to the other. The parties acknowledge and agree that the Seller’s actual damages in the event of Purchaser’s default are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined. The Seller may not exercise its sole remedy if the Seller is in default in any material respect under this Agreement. (b) If the Seller defaults in any material respect hereunder, the Purchaser may, at its sole election, either: (1) Terminate this Agreement, if either party is in default, whereupon the non-defaulting ▇▇▇▇▇▇▇ Money shall be immediately returned to the Purchaser and neither party shall be entitled have any further liability or obligation to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowother, if either party shall fail to commence their work in accordance with except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; fail to prosecute their work or (2) Assert and seek judgment against the Seller for specific performance, provided that if a court of competent jurisdiction determines that the remedy of specific performance is not available to the completion thereof Purchaser (for example, but not in limitation, because the Seller’s default arose under the last sentence of Section 5(c) or the Seller has sold all or any portion of the Property to a diligent, efficient, workmanlike, skillful and careful manner and third party in strict accordance with the Plans, violation of the terms and conditions of this Agreement), then the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party Purchaser shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, all remedies available to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies it at law or in equity. Additionally, in the event of a default by Redstoneincluding, without limitation, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to seek judgment against the Deposit. Neither party shall be liable to the other Seller for any consequential or indirect actual contract damages. (b3) Notwithstanding The Purchaser may not exercise its remedies hereunder if the terms of Subsection 5(a), Purchaser is in default in any material respect under this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.Agreement,

Default Termination. At (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. SELLER’S INITIALS: _____ BUYER’S INITIALS: _____ (b) If Seller defaults in any time during the term of material respect hereunder, then provided Buyer is not in default any material respect, Buyer may, at its sole election, either: (1) Terminate this Agreement, if either whereupon the Deposit shall be promptly returned to Buyer, as well as Buyer’s actual out of pocket costs to unrelated and independent third party is in defaultvendors, the non-defaulting including reasonable attorneys’ fees incurred as a result of this transaction, which costs and fees shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00), and neither party shall be entitled have any further liability or obligation to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowother, if either party shall fail to commence their work in accordance with except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; fail or (2) Assert and seek judgment against Seller for specific performance with respect to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions one or more (at Buyer’s election) of the federalproperties that comprise the Property; provided that if Buyer elects to purchase less than all of such properties, state and municipal permits for then the Project (including without limitation in conformance with Purchase Price will be reduced by the City aggregate Assigned Home Value of Montpelier public works standards and other applicable standards); fail the excluded properties. If a court of competent jurisdiction determines that the remedy of specific performance is not available to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment ScheduleBuyer, the non-defaulting party then Buyer shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other assert and seek judgment against Seller for any consequential or indirect actual contract damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. SELLER’S INITIALS: _____ BUYER’S INITIALS: _____ (b) If Seller defaults in any time during the term of material respect hereunder, then provided Buyer is not in default any material respect, Buyer may, at its sole election, either: (1) Terminate this Agreement, if either whereupon the Deposit shall be promptly returned to Buyer, as well as Buyer’s actual out of pocket costs to unrelated and independent third party is in defaultvendors, the nonincluding reasonable attorneys’ fees incurred as a result of this transaction, which costs and fees shall not exceed Thirty-defaulting Two Thousand Three Hundred Ninety and 00/100 Dollars ($32,390.00), and neither party shall be entitled have any further liability or obligation to the following remedies. (a) Except as set forth in Subsection 5(b) and Section 6 belowother, if either party shall fail to commence their work in accordance with except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement; fail or (2) Assert and seek judgment against Seller for specific performance with respect to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions one or more (at Buyer’s election) of the federalproperties that comprise the Property; provided that if Buyer elects to purchase less than all of such properties, state and municipal permits for then the Project (including without limitation in conformance with Purchase Price will be reduced by the City aggregate Assigned Home Value of Montpelier public works standards and other applicable standards); fail the excluded properties. If a court of competent jurisdiction determines that the remedy of specific performance is not available to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment ScheduleBuyer, the non-defaulting party then Buyer shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other assert and seek judgment against Seller for any consequential or indirect actual contract damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At any time during 9.1 A “Purchaser Default” shall occur if (i) all of the term conditions precedent to Purchaser’s obligation to purchase the Aircraft have been satisfied and Purchaser fails to accept delivery of and pay for the Aircraft on the Closing Date; or (ii) Seller is in compliance with the terms of this Agreement, if either party is in default, the non-defaulting party shall be entitled to the following remedies. (a) Except as set forth in Subsection 5(b) Agreement and Section 6 below, if either party shall fail to commence their work in accordance with the provisions of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail Purchaser fails to perform any of its other obligations under this Agreement or in accordance with the Plans; file terms hereof. Upon the occurrence of a voluntary case under bankruptcy laws; Purchaser Default, Seller’s sole and exclusive remedy shall be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, right to terminate this AgreementAgreement on two (2) Business Days’ written notice to Purchaser and the Escrow Agent. IfIf the Purchaser Default has not been cured by the end of that two (2) Business Day period, after exercising then upon written notice from Seller: (A) the Escrow Agent shall immediately upon receipt of notice from Seller, pay the Deposit to Seller as liquidated damages and not as a penalty, Purchaser and Seller hereby agreeing that the actual damages, if any, suffered by Seller would be speculative and difficult to ascertain and that the amount set forth above represents their good faith estimate of such actual damages; (B) Purchaser shall pay any such remedy, the reasonable cost unpaid amounts due from Purchaser to the non-defaulting party Inspection Facility; and (C) thereafter, this Agreement shall terminate. 9.2 A “Seller Default” shall occur if (i) all of the conditions precedent to Seller’s obligation to sell the Aircraft have been satisfied and Seller fails to make the Aircraft available for delivery in conformity with the requirements, terms and conditions of this Agreement on the Closing Date; or (ii) Purchaser is in excess compliance with the terms of this Agreement and Seller fails to perform any of its other obligations under this Agreement in accordance with the terms hereof. Upon the occurrence of a Seller Default, Purchaser’s sole and exclusive remedy shall be the right to terminate this Agreement on two (2) Business Days’ written notice to Seller and the Escrow Agent. If the Seller Default has not been cured by the end of that two (2) Business Day period, then upon written notice to the Escrow Agent: (A) the Escrow Agent shall promptly refund the Deposit and any amounts paid by Purchaser to the Escrow Agent in respect of the consideration Purchase Price to be Purchaser; (B) Seller shall reimburse Purchaser on demand for all documented out of pocket expenses incurred by Purchaser in connection with Purchaser’s cost of the Inspection and Reimbursement Cost previously paid hereunderby Purchaser; and (C) thereafter, the defaulting this Agreement shall terminate. 9.3 In no event will either party shall be liable for and shall reimburse the non-defaulting loss of profits or any indirect, special, incidental, consequential, exemplary or punitive damages, however caused, even if such party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property has been advised of the City together with all right to the Deposit. Neither party shall be liable to the other for any consequential or indirect possibility of such damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) If Purchaser defaults hereunder, then provided Seller is not in default, Seller's sole remedy shall be to terminate this Agreement by giving written notice thereof to Purchaser, whereupon the ▇▇▇▇▇▇▇ Money shall be retained by Seller as liquidated damages as Seller's sole and exclusive remedy, and neither party shall have any time during further liability or obligation to the term other except for those liabilities and obligations that expressly survive Closing or early termination of this Agreement. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined. (b) If Seller defaults hereunder prior to Closing, if either party then provided Purchaser is not in default, Purchaser may, at its sole election, either: (1) Terminate this Agreement, whereupon the non-defaulting ▇▇▇▇▇▇▇ Money shall be promptly returned to Purchaser and neither party shall have any further liability or obligation to the other except for those liabilities or obligations that expressly survive Closing or early termination of this Agreement; provided, however, that if Seller's default is the result of Seller's willful refusal to close the transaction contemplated by this Agreement notwithstanding the satisfaction of all of the conditions precedent to the respective obligations to close of Seller and Purchaser hereunder, then Seller shall pay to Purchaser the sum of $2,000,000 as liquidated damages as Purchaser's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other except for those liabilities and obligations that expressly survive Closing or early termination of this Agreement. The parties acknowledge and agree that Purchaser's actual damages in the event of Seller's default are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined; or, (2) Assert and seek judgment against Seller for specific performance; provided, however, if the remedy of specific performance is not legally available to Purchaser by reason of Seller's transfer of the Property to a third party, Purchaser shall be entitled to the following remedies. (a) Except prompt return of the ▇▇▇▇▇▇▇ Money, and Seller shall pay to Purchaser the sum of $2,000,000 as set forth in Subsection 5(b) liquidated damages as Purchaser's sole and Section 6 belowexclusive remedy, if either and neither party shall fail have any further liability or obligation to commence their work in accordance with the provisions other except for those liabilities and obligations that expressly survive Closing or early termination of this Agreement; fail to prosecute their work to the completion thereof in a diligent, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights parties acknowledge and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, agree that Purchaser's actual damages in the event of a Seller's default by Redstone, are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined; provided that (x) the City foregoing shall be entitled to all Purchaser's sole and exclusive remedies, and the exercise of Redstone’s work-product and Plans for the Redstone Project which one of such remedies by Purchaser shall be assigned to deemed an election of remedies, and shall preclude Purchaser from the City and become the property exercise of the City together with all right other such remedy, and (y) subject to the Deposit. Neither party shall be liable to the other for any consequential or indirect damages. Section 8 hereof, nothing in this subsection (b) Notwithstanding the terms shall limit any right or remedy available to Purchaser after Closing in connection with any inaccuracy or breach of Subsection 5(a), this Agreement may be terminated under the terms any of Seller's warranties and representations set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment ScheduleSection 4.

Default Termination. At (a) If the Purchaser defaults in any time during material respect hereunder and such default remains uncured for five (5) business days after written notice by Seller to Purchaser, the term Seller’s sole remedy shall be to terminate this Agreement by giving written notice thereof to the Purchaser, whereupon the ▇▇▇▇▇▇▇ Money (or the portion thereof which has been deposited by the Purchaser with the Title Insurer) shall be retained by the Seller as liquidated damages as the Seller’s sole and exclusive remedy only to the extent Purchaser willfully fails to close, provided that Purchaser’s inability to close due to noncompliance with applicable laws shall be deemed to constitute a willful failure to close (and in all other circumstances, Seller may pursue Purchaser for actual damages), and neither party shall have any further liability or obligation to the other, except for any other provision of this Agreement that is expressly intended to survive the termination of this Agreement, . The parties acknowledge and agree that the Seller’s actual damages in the event of Purchaser’s default are uncertain in amount and difficult to ascertain and that said amount of liquidated damages was reasonably determined and is not a penalty. The Seller may not exercise its sole remedy if either party the Seller is in default, the non-defaulting party shall be entitled to the following remediesdefault in any material respect under this Agreement. (ab) Except If the Seller defaults in any material respect hereunder and such default remains uncured for five (5) business days after written notice by Seller to Purchaser, the Purchaser may, as set forth its sole remedy, either: (1) terminate this Agreement, whereupon the ▇▇▇▇▇▇▇ Money (or the portion thereof which has been deposited by the Purchaser with the Title Insurer) shall be immediately returned to the Purchaser, as its sole and exclusive remedy, and to the extent that Seller’s default is willful, Seller shall reimburse Purchaser for Purchaser’s actual costs and expenses (to be evidenced by Purchaser’s delivery of reasonably detailed invoices to Seller) incurred in Subsection 5(b) connection with the transaction contemplated by this Agreement in an amount not to exceed Two Hundred Thousand Dollars ($200,000.00), and Section 6 below, if either neither party shall fail have any further liability or obligation to commence their work in accordance with the provisions other, except for other provision of this Agreement that is expressly intended to survive the termination of this Agreement; fail to prosecute their work to or (2) assert and seek judgment against the completion thereof Seller for specific performance. The Purchaser may not exercise its remedies hereunder if the Purchaser is in a diligent, efficient, workmanlike, skillful and careful manner and default in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations material respect under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party shall have the right, if the defaulting party shall not cure such default within thirty Agreement. (30c) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in In addition to any other rights and remedies at law or limitations herein, but except as provided in equity. AdditionallySection 18(b) above, in the no event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither either party shall be liable to the other for any consequential consequential, special or indirect punitive damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.

Default Termination. At (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. SELLER’S INITIALS: _____ BUYER’S INITIALS: _____ (b) If Seller defaults in any time during material respect hereunder, then provided Buyer is not in default any material respect, Buyer may, at its sole election, either: (1) Terminate this Agreement, whereupon the term Deposit shall be promptly returned to Buyer and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement, if either party is in default, the non-defaulting party shall be entitled to the following remedies.; or (a2) Except as set forth in Subsection 5(bAssert and seek judgment against Seller for specific performance with respect to one or more (at Buyer’s election) and Section 6 belowof the properties that comprise the Property; provided that if Buyer elects to purchase less than all of the such properties, if either party shall fail to commence their work then the Purchase Price will be reduced in accordance with the provisions of this Agreement; fail Section 5(c). If a court of competent jurisdiction determines that the remedy of specific performance is not available to prosecute their work to the completion thereof in a diligentBuyer, efficient, workmanlike, skillful and careful manner and in strict accordance with the Plans, the terms and conditions of the federal, state and municipal permits for the Project (including without limitation in conformance with the City of Montpelier public works standards and other applicable standards); fail to use an adequate amount of personnel or equipment; fail to perform any of its obligations under this Agreement or the Plans; file a voluntary case under bankruptcy laws; be adjudged a bankrupt; or fail to make prompt payments as outlined in the Payment Schedule, the non-defaulting party then Buyer shall have the right, if the defaulting party shall not cure such default within thirty (30) days written notice thereof, to terminate this Agreement. If, after exercising any such remedy, the reasonable cost to the non-defaulting party is in excess of the consideration to be paid hereunder, the defaulting party shall be liable for and shall reimburse the non-defaulting party for such excess amount. Should the non-defaulting party be required to engage counsel to collect such sums, the defaulting party shall be liable for reasonable attorneys’ fees. The above- described rights and remedies set forth in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity. Additionally, in the event of a default by Redstone, the City shall be entitled to all of Redstone’s work-product and Plans for the Redstone Project which shall be assigned to the City and become the property of the City together with all right to the Deposit. Neither party shall be liable to the other assert and seek judgment against Seller for any consequential or indirect actual contract damages. (b) Notwithstanding the terms of Subsection 5(a), this Agreement may be terminated under the terms set forth above in Sections 1(a), 1(b), 1(c) or 1(d) subject to the payment of the costs described on the Payment Schedule.