Common use of Purchaser Default Clause in Contracts

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or the Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of each of the Properties on the applicable Closing DateDate for each Property, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Sellers, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Sellers, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunderhereunder and except as set forth in Section 13.16 below, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYPROPERTIES. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERHEREUNDER AND SELLERS RIGHT TO COLLECT ATTORNEY FEES AND EXPENSES UNDER SECTION 13.16 BELOW.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults is in its obligations hereunder to (a) deliver default or breaches the Depositterms or provisions of this Agreement, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 andthen Seller, as Seller’s sole and exclusive remedy, shall be entitled to retain the Xxxxxxx Money as liquidated damages (and not as a result, does not close on penalty). Notwithstanding the purchase of the Properties on the Closing Date, then, immediately and without notice or cureforegoing, Purchaser shall forfeit the Deposit and neither party agrees that nothing contained herein shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults construed as prohibiting or limiting Seller from pursuing any available remedy, in any of its other representationslaw or in equity, warranties or for Purchaser’s indemnification obligations under this Agreement Agreement, and, any such recovery by Seller for Purchaser’s indemnification obligations shall not be limited to the Xxxxxxx Money. Seller and Purchaser acknowledge that it is impossible to estimate more precisely the amount of damages which Seller might suffer upon Purchaser’s default and that said full liquidated damages are a reasonable pre-estimate of Seller’s probable loss in the event of a Purchaser default. Seller’s receipt of said full liquidated damages is intended not as a penalty, but as full liquidated damages. Purchaser hereby waives and releases any right to (includingand hereby covenants that it shall not) xxx Seller or seek or claim a refund of all or any part of said full liquidated damages on the ground that said full liquidated damages are unreasonable in amount or exceed Seller’s actual damages or that the delivery of said full liquidated damages to Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. If Seller is entitled to the Xxxxxxx Money as liquidated damages, without limitationand to the extent Seller has not already received the Xxxxxxx Money, the failure Xxxxxxx Money shall be immediately paid to deliver to Seller by the Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after upon receipt of written notice from Sellers’ RepresentativeSeller that a Purchaser default has occurred under this Agreement, then and Purchaser shall forfeit agrees to take all such actions and to execute and to deliver all such documents necessary or appropriate to effect such payment of the Deposit Xxxxxxx Money to Seller as Seller’s liquidated damages. Notwithstanding the foregoing, Seller’s recourse for any surviving indemnification obligation of Purchaser is not and neither party will not be limited to the Xxxxxxx Money and Seller shall be obligated entitled to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of pursue a representation or warranty by claim against Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERtherefor.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase In recognition of the Properties on the Closing Date, then, immediately and without notice or cure, fact that damages for a breach by Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement and/or by LGO under the LGO Asset Purchase Agreement (includingeach a “Purchaser Default”) may be difficult to determine, without limitationif a material Purchaser Default occurs prior to Closing, Sellers shall give Purchaser and LGO written notice of such Purchaser Default and if Purchaser (in the failure case of a Purchaser Default under this Agreement) or LGO (in the case of a Purchaser Default under the LGO Asset Purchase Agreement) does not cure such material default within twenty (20) days or such additional time as is reasonably required to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and cure such default continues for more than ten through the use of Purchaser’s/LGO’s best efforts (10such additional time not to exceed 45 days) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale its receipt of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereundersuch notice, Sellers’ , as their sole and exclusive remedy for Purchaser’s failure any such Purchaser Default, shall have the right to perform its obligation terminate this Agreement and the LGO Asset Purchase Agreement and be paid the Deposit (the “Sellers Agreed Damages”) as liquidated damages and not as a penalty. Sellers and Xxxxxx Petroleum agree to purchase accept payment of the Properties or any breach of a representation or warranty Sellers Agreed Damages by Purchaser hereunderas their sole and exclusive remedy and in full settlement and discharge of all obligations of Purchaser under this Agreement and LGO under the LGO Asset Purchase Agreement, without further recourse in law or equity. The Sellers expressly waive and Xxxxxx Petroleum (seller under the remedies LGO Asset Purchase Agreement) shall agree among themselves as to the allocation of specific performance and additional damages for any default by Purchaser hereunderthe Sellers Agreed Damages between them. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERThe provisions of this Section 10.2 shall survive the Closing or earlier termination of this Agreement.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Prior to Closing, if Purchaser defaults in or any of its obligations hereunder Affiliates party to the Separate PSA, as applicable, (a) defaults on its obligations to (x) deliver to Seller or Existing Operator or their Affiliates party to the Separate PSA, as applicable, the documents specified under Section 5.3 hereunder or under Section 5.3 of the Separate PSA, respectively, or (y) deliver the DepositPurchase Price in accordance with Article II hereunder or under Article II of the Separate PSA and consummate the Transactions (as defined herein and in the Separate PSA) on the Closing Date, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 anddefaults, as a resultin any material respect, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated with respect to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, or under the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Separate PSA, and such default continues for more than ten (10) days Business Days after written notice from Sellers’ RepresentativeSeller (each, a “Purchaser Default”), then Seller and Existing Operator shall have the right, as their sole and exclusive remedy (Seller and Existing Operator hereby expressly waive any and all other remedies available to them at law, in equity or otherwise) to (i) terminate this Agreement immediately, in which case Purchaser shall be deemed to forfeit the Deposit to Seller and neither party Existing Operator and the Escrow Agent shall be obligated deliver the Deposit to Seller and Existing Operator, or (ii) if Purchaser is willing to proceed with the purchase Closing, waive such default and sale any and all other remedies available to them at law, in equity or otherwise rights available to them and proceed with the Closing of the PropertyTransaction. The Deposit constitutes liquidated damages and recourse to the Deposit isUpon a termination of this Agreement, neither Purchaser, Seller nor Existing Operator shall have any further rights, obligations or liabilities hereunder, except for Purchaser’s indemnity and confidentiality obligations hereunderas otherwise expressly provided herein. SELLER, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS EXISTING OPERATOR AND PURCHASER ACKNOWLEDGE AGREE THAT SELLERS’ (A) ACTUAL DAMAGES DUE TO PURCHASER’S DEFAULT HEREUNDER WOULD BE DIFFICULT AND INCONVENIENT TO DETERMINEASCERTAIN AND THAT SUCH AMOUNT IS NOT A PENALTY AND IS FAIR AND REASONABLE IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, (B) THE AMOUNT SPECIFIED AS LIQUIDATED DAMAGES IS NOT DISPROPORTIONATE TO THE DAMAGES THAT WOULD BE SUFFERED AND THE COSTS THAT WOULD BE INCURRED BY SELLER AND/OR EXISTING OPERATOR AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM THE MARKET, AND THAT (C) PURCHASER DESIRES TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PAID IN THE EVENT PURCHASER IN ITS OBLIGATION FAILS TO PURCHASE THE PROPERTYCOMPLETE CLOSING. SELLERS SELLER, EXISTING OPERATOR AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE LIMIT THE AMOUNT OF DAMAGES DUE SELLERSTO SELLER AND EXISTING OPERATOR AND THE REMEDIES AVAILABLE TO SELLER AND EXISTING OPERATOR, AND SHALL BE SELLERS’ SELLER’S AND EXISTING OPERATOR’S EXCLUSIVE REMEDY PRIOR TO CLOSING AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, EQUITY ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. UNDER NO CIRCUMSTANCES SHALL SELLER OR EXISTING OPERATOR SEEK OR BE ENTITLED TO RECOVER DAMAGES PRIOR TO CLOSING (INCLUDING ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES), ALL OF WHICH SELLER AND EXISTING OPERATOR SPECIFICALLY WAIVE, FROM PURCHASER FOR ANY BREACH BY PURCHASER OF ITS COVENANTS, PURCHASER’S REPRESENTATIONS OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, Initial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder); (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder; (c) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice ; or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed (d) comply with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or other material obligations under this Agreement (including, without limitation, the Contract and such failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default comply continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller; then, then immediately and without the right to receive notice or to cure pursuant to Section 2.3.3 (except as provided in (d) above) Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS , SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If If, in connection with the Second Closing, any Purchaser defaults in its obligations hereunder to shall (a) deliver the Deposit, elect not to exercise its Purchase Right or (b) deliver the after electing to exercise its Purchase Price for each Property at the time required by Section 2.2.4 andRight, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults default in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase Securities that it has agreed to purchase hereunder at such Second Closing, the Properties non-defaulting Purchaser or Purchasers shall have the option, at its or their sole discretion, to purchase any or all of the Securities that such Purchaser elected not to purchase pursuant to its Purchase Right or, after electing to exercise its Purchase Right, agreed to purchase hereunder at such Second Closing as set forth below (such Purchaser, a “defaulting Purchaser”). For the avoidance of doubt, in no event shall the Company have the right to require any non-defaulting Purchaser to purchase Securities that a defaulting Purchaser elected not to purchase pursuant to its Purchase Right or, after electing to exercise its Purchase Right, failed to purchase at the Second Closing. Following the delivery of the Purchase Notice, in the event of default by any Purchaser, the Company shall give written notice to the non-defaulting Purchasers of such default (the “Default Notice”), which Default Notice shall specify the amount of Securities that the defaulting Purchaser failed to purchase at the Second Closing (the “Remaining Securities”). Each non-defaulting Purchaser shall have an option, exercisable for a period of 10 days following the date of delivery of the Default Notice, to purchase, on a pro rata basis according the aggregate number of shares of Common Stock agreed to be purchased pursuant to this Agreement by such Purchaser so electing, the Remaining Securities for the consideration and on the terms and conditions set forth in the Default Notice. Such option shall be exercised by the delivery by such Purchaser of written notice to the Secretary of the Company. In the event that the options to purchase Remaining Securities have not been exercised by the non-defaulting Purchaser with respect to all of the Remaining Securities, those Purchasers who have exercised their options within the 10-day period specified in this Section 8.13 shall have an additional option, for a period of five days next succeeding the expiration of such 10-day period, to purchase all or any breach part of the balance of such Remaining Securities on the terms and conditions set forth in the Default Notice, which option shall be exercised by the delivery of written notice to the Secretary of the Company. In the event there are two or more such Purchasers who choose to exercise the last-mentioned option for a representation or warranty total number of Remaining Securities in excess of the number available, the Remaining Securities available for each such Purchaser’s option shall be allocated to each such Purchaser pro rata based on the aggregate number of shares of Common Stock agreed to be purchased pursuant to this Agreement by such Purchaser hereunderso electing. Sellers expressly waive The closing of any purchase of Remaining Securities shall occur remotely via exchange of documents and signatures within seven days of the remedies applicable notice to the Company of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERthe applicable Purchaser’s election to purchase Remaining Securities in accordance with this Section 8.13.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties hereunder or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION OBLIGATIONS HEREUNDER TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER. UNDER NO CIRCUMSTANCES MAY SELLER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH SELLER SPECIFICALLY WAIVES, FROM PURCHASER FOR ANY BREACH BY PURCHASER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT.

Purchaser Default. If Purchaser defaults in its obligations hereunder to THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHOULD BE ENTITLED TO COMPENSATION FOR ANY DETRIMENT SUFFERED IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY IF AND WHEN REQUIRED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, BUT AGREE THAT IT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN THE EXTENT OF THE ACTUAL DETRIMENT SELLER WOULD SUFFER AS A RESULT OF SUCH FAILURE. CONSEQUENTLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE PROPERTY ON THE CLOSING DATE OR FAILS TO PERFORM ANY OF ITS OTHER COVENANTS HEREUNDER IN ANY MATERIAL RESPECT, OR OTHERWISE FAILS TO PERFORM ITS OBLIGATIONS HEREUNDER WITHOUT LEGAL EXCUSE, THEN SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT PRIOR TO OR ON THE CLOSING DATE (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunderSUBJECT TO PURCHASER’S RIGHTS IN SECTION 7.3.1), and such default continues IN WHICH EVENT THE DEPOSIT SHALL BE PAID TO SELLER AS FIXED, AGREED, AND LIQUIDATED DAMAGES (AND NOT AS A PENALTY), AND, AFTER THE PAYMENT OF THE DEPOSIT TO SELLER, NEITHER SELLER NOR PURCHASER WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATIONS THAT EXPRESSLY SURVIVE TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY 7 This term varied to reflect the specifics for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Propertyproperty covered by each respective agreement. The Deposit constitutes liquidated damages and recourse to dollar amount shown here reflects the Deposit isaggregate amount across all agreements. CONTAINED IN THIS SECTION 10.3, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND LIMIT IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT NOR LIMIT SELLER’S RECOVERY AGAINST PURCHASER FOR ATTORNEYS’ FEES AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.COSTS INCURRED BY SELLER PURSUANT TO SECTION 14.13. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. Seller’s Initials: Purchaser’s Initials:

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 1.2(d) and close on the purchase of the Properties Property on the Closing Date, then, immediately and without if, in any case such default continues for more than three (3) calendar days after written notice or curethereof from Seller, Purchaser shall forfeit the Deposit and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other material representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Agreement, and such default continues for more than ten (10) days after written notice thereof from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION OBLIGATIONS TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 9.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults is in its default of one or more of Purchaser’s obligations hereunder under this Agreement other than a failure to timely close (afor which there shall be no notice and cure period), then Seller may give notice to Purchaser (with a copy to Closing Agent) deliver specifying the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase nature of the Properties on default. Purchaser shall have five (5) business days after receiving that notice, but in no event beyond the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated within which to proceed with the purchase and sale of the Propertiescure that default. If Purchaser defaults in any of its other representationsfails to cure that default within that period, warranties or obligations under then Seller’s sole remedy for such default shall be to terminate this Agreement by giving notice of such termination to Purchaser (includingwith a copy to Closing Agent) and receive the Deposit as liquidated damages. If Seller does so terminate this Agreement, without limitationthen Closing Agent shall pay the Deposit to Seller. Purchaser agrees that it is difficult to estimate Seller’s damages and that the retention of the Deposit by Seller represents a reasonable estimation as of the Effective Date of Seller’s damages in the event of Purchaser’s default hereunder, the failure that actual damages would be impracticable or extremely difficult to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)ascertain, and such default continues that the provision for more than ten (10) days after written notice from Sellers’ Representativeliquidated damages hereunder does not constitute a penalty. The parties acknowledge that these damages have been specifically negotiated between themselves and are, then among other things, to compensate Seller for taking the Property off the market, for Seller’s costs and expenses associated with this Agreement and for Seller’s lost opportunity costs. Purchaser shall forfeit hereby waives the rights and benefits of any law, rule, regulation, or order now or hereafter existing that would allow Purchaser to claim a refund of the Deposit and neither party as unearned xxxxxxx money, a penalty, or for any other reason. If, notwithstanding the provisions herein, a court determines that Seller is not entitled to retain the Deposit as a result of Purchaser’s default hereunder, Seller shall be obligated entitled to proceed with seek any and all damages provided by law; provided, however, that any recovery thereof may not exceed the purchase and sale amount of the PropertyDeposit. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS SELLER AND PURCHASER ACKNOWLEDGE AGREE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT PAYMENT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT SELLER UNDER THIS SECTION 11.1 10.2 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, MUTUALLY BARGAINED FOR AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AS LIQUIDATED DAMAGES AND IN EQUITY, ARISING FROM OR RELATED TO NOT AS A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERPENALTY.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 6.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.3.2 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages damages, and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's breach of this Contract and failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderProperty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 12.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or curethe right to cure such default, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) after one Business Day notice and opportunity to cure, deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase performance of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues and/or covenants hereunder for more than in excess of ten (10) days (such cure period shall not apply to Purchaser’s obligation to close the transaction contemplated in this Agreement on the Closing Date) after written notice from Sellers’ Representativethereof to Purchaser, provided that Sellers are not then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations in default hereunder, Sellers’ sole and exclusive remedy for shall be to terminate this Agreement on notice thereof to Purchaser’s failure , in which event the Deposit shall be delivered to perform its obligation Sellers as liquidated damages. However, Sellers may not enforce such remedy against Purchaser (i) if either of the Sellers is in default under this Agreement, or (ii) unless Purchaser fails to purchase the Properties or any breach cure such default within ten (10) days after receipt of a representation or warranty by written notice from Sellers specifying that Purchaser hereunderis in default. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunderTHE AMOUNT PAID TO AND RETAINED BY SELLERS AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING PROVISIONS SHALL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. SELLERS THE PARTIES HERETO EXPRESSLY AGREE AND PURCHASER ACKNOWLEDGE THAT SELLERS’ ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT IN THE DEPOSIT IS A REASONABLE ESTIMATE EVENT OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT PLUS ANY INTEREST ACCRUED THEREON REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS THIS SECTION 9.1, SELLERs AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND LIMIT IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO ANY WAY PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERUNDER THIS AGREEMENT.

Purchaser Default. If The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such default is not cured within ten (10) Business Days after receipt of written notice from Seller, then Seller shall be entitled to (a) deliver the Deposit, terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit in which event the Deposit and neither party shall be obligated paid to proceed with Seller as fixed, agreed and liquidated damages, and, after the purchase and sale payment of the Properties. If Deposit to Seller, neither Seller nor Purchaser defaults in will have any of its other representations, warranties further rights or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit isAgreement, except for Purchaser’s any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to the indemnity and confidentiality obligations hereunderprovisions attributable to Purchaser under this Agreement. Notwithstanding the foregoing or anything set forth herein to the contrary, Sellers’ sole and exclusive remedy for Purchaser shall not have the right to cure a default if such default is due to Purchaser’s failure to perform its obligation fund into escrow the balance of the Purchase Price due at Closing as required under this Agreement or deliver the closing documents to purchase the Properties or any breach of a representation or warranty be executed by Purchaser hereunder. Sellers into escrow at Closing, unless expressly waive the remedies of specific performance agreed by Seller in writing in Seller’s sole and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERabsolute discretion.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, Initial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder); (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder; (c) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice ; or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed (d) comply with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or other material obligations under this Agreement (including, without limitation, the Contract and such failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default comply continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller; then, then immediately and without the right to receive notice or to cure pursuant to Section 2.3.3 (except as provided in (d) above) Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, upon Seller’s termination of this Contract but subject to the provisions of the following paragraph, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then upon Seller’s termination of this Contract but subject to the provisions of the following paragraph, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER. Seller and Purchaser hereby agree that it is not appropriate for Seller to retain the Deposit as liquidated damages for a default by Purchaser occurring prior to the expiration of the Feasibility Period. In this regard and notwithstanding any other provision of this Contract to the contrary, if Seller terminates this Contract as a result of a Purchaser default occurring prior to the expiration of the Feasibility Period, Seller shall be entitled to the amount of the Deposit attributable to (i) Seller’s actual damages resulting from Purchaser’s default(s) under this Contract, and (ii) any amounts due with respect to Purchaser’s express indemnity obligations in Sections 3.4.1 and 9.1.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the sale and purchase of the Properties on Property as contemplated by this Agreement is not consummated because of Purchaser’s default hereunder, then as Seller’s sole remedy Seller may receive and retain the Closing DateXxxxxxx Money as full liquidated damages for such default of Purchaser, thenthe parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, immediately and without notice or cure, Purchaser shall forfeit that the Deposit and neither party shall be obligated to proceed with Xxxxxxx Money is a reasonable pre-estimate of Seller’s probable loss in the purchase and sale event of default by Purchaser. Seller’s retention of the Properties. If Purchaser defaults in any of its other representationsXxxxxxx Money is intended not as a penalty, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Propertybut as full liquidated damages. The Deposit constitutes right to retain the Xxxxxxx Money as full liquidated damages and recourse to the Deposit is, except for Purchaseris Seller’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy remedy, and Seller hereby waives and releases any right to (and hereby ELECTRONICALLY FILED - 2022 Jun 09 1:42 PM - GREENVILLE - COMMON PLEAS - CASE#2022CP2303045 covenants that it shall not) sue Purchaser for Purchaser’s failure specific performance of this Agreement, or to perform its obligation recover actual damages in excess of the Xxxxxxx Money. In no event shall Purchaser be liable for consequential, speculative, remote or punitive damages, and Seller hereby waives any right to purchase seek or collect any such consequential, speculative, remote or punitive damages. Purchaser hereby waives and releases any right to (and hereby covenants that it will not) sue Seller or seek or claim a refund of the Properties Xxxxxxx Money (or any breach of part thereof) on the grounds that it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance penalty and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERnot agreed upon and reasonable liquidated damages.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunderhereunder and in addition to Seller’s right to recover its reasonable attorneys’ fees and expenses in accordance with the provisions of Section 13.16, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERHEREUNDER AND SELLER’S RIGHT TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND EXPENSES.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.2.10 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligation hereunder to deliver the Initial Deposit this Agreement shall be null and void, and neither party shall have any further obligation or liability to the other, except for Purchaser's indemnity and confidentiality obligations hereunder. If Purchaser defaults in its obligation hereunder to (a) deliver the DepositAdditional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time in accordance with Article II and do all things required by Section 2.2.4 and, as a result, does not of Purchaser under this Agreement to close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit on deposit with the Escrow Agent, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or other obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract in any material adverse way, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit on deposit with the Escrow Agent, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AS AUTHORIZED BY RCW 64.04.005, IN THE EVENT PURCHASER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY DEPOSIT MADE BY PURCHASER SHALL BE FORFEITED TO SELLER AS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE.. SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT ON DEPOSIT WITH ESCROW AGENT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. 13.1.1 If Purchaser defaults is in its default of one or more of Purchaser’s obligations hereunder under this Agreement other than a failure to timely close (afor which there will be no notice and cure period), then Seller may give notice to Purchaser (with a copy to Title Company) deliver specifying the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase nature of the Properties on default. Purchaser will have five (5) days after receiving that notice, but in no event beyond the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated within which to proceed with the purchase and sale of the Propertiescure that default. If Purchaser defaults in any of its other representationsfails to cure that default within that period, warranties or obligations under then Seller’s sole remedy for such default will be to terminate this Agreement by giving notice of such termination to Purchaser (including, without limitation, with a copy to Title Company) and receive the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeDeposit as liquidated damages. If Seller does so terminate this Agreement, then Purchaser shall forfeit Title Company will immediately release and pay the Deposit and neither party shall be obligated to proceed with the purchase and sale of the PropertySeller. The Deposit constitutes liquidated damages and recourse to the Deposit isWITH RESPECT TO THE ABOVE, except for Purchaser’s indemnity and confidentiality obligations hereunderPURCHASER AND SELLER AGREE THAT THE RELEASE AND PAYMENT OF THE DEPOSIT TO SELLER REPRESENTS A REASONABLE ESTIMATION AS OF THE EFFECTIVE DATE OF SELLER’S DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT HEREUNDER, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO DETERMINEASCERTAIN, AND THAT THE DEPOSIT IS PROVISION FOR LIQUIDATED DAMAGES HEREUNDER DOES NOT CONSTITUTE A REASONABLE ESTIMATE FORFEITURE OR PENALTY WITHIN THE MEANING OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND DOES LIQUIDATE 1677. THE AMOUNT PARTIES ACKNOWLEDGE THAT THESE DAMAGES HAVE BEEN SPECIFICALLY NEGOTIATED BETWEEN THEMSELVES AND ARE INTENDED, AMONG OTHER THINGS, TO COMPENSATE SELLER FOR TAKING THE PROPERTY OFF THE MARKET, FOR SELLER’S COSTS AND EXPENSES ASSOCIATED WITH THIS AGREEMENT AND FOR SELLER’S LOST OPPORTUNITY COSTS. PURCHASER HEREBY WAIVES THE RIGHTS AND BENEFITS OF DAMAGES DUE SELLERSANY LAW, RULE, REGULATION, OR ORDER NOW OR HEREAFTER EXISTING THAT WOULD ALLOW PURCHASER TO CLAIM A REFUND OF THE DEPOSIT AS UNEARNED XXXXXXX MONEY, A PENALTY, OR FOR ANY OTHER REASON. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND THEIR FULL UNDERSTANDING THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN THE PARTIES AGREE THAT, IN NO EVENT, SHALL THIS LIQUIDATED DAMAGES PROVISION LIMIT SELLER’S RIGHTS OR RECOURSE WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.TO

Purchaser Default. If Purchaser has waived or is deemed to have waived its right to terminate pursuant to Section 3.2 and Purchaser defaults in its obligations hereunder to (a) deliver the DepositAdditional Deposit in accordance with Section 2.2.2, or (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, the Purchase Price for each Property at the time as required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties on the Closing DateDate in accordance with the terms of this Contract, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Sellers, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity obligations set forth in Section 3.4 and confidentiality obligations hereunderset forth in Section 13.13, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYOBLIGATIONS HEREUNDER. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 3.4 AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.SET FORTH IN SECTION 13.3. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. Initials: /s/ TM /s/ EZ Sellers Purchaser

Purchaser Default. If Purchaser defaults is in its default of one or more of Purchaser’s obligations hereunder under this Agreement other than a failure to timely close (afor which there shall be no notice and cure period), then Seller may give notice to Purchaser (with a copy to Closing Agent) deliver specifying the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase nature of the Properties on default. Purchaser shall have five (5) business days after receiving that notice, but in no event beyond the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated within which to proceed with the purchase and sale of the Propertiescure that default. If Purchaser defaults in any of its other representationsfails to cure that default within that period, warranties or obligations under then Seller’s sole remedy for such default shall be to terminate this Agreement by giving notice of such termination to Purchaser (includingwith a copy to Closing Agent) and receive the Deposit as liquidated damages. If Seller does so terminate this Agreement, without limitationthen Closing Agent shall pay the Deposit to Seller. Purchaser agrees that it is difficult to estimate Seller’s damages and that the retention of the Deposit by Xxxxxx represents a reasonable estimation as of the Effective Date of Seller’s damages in the event of Purchaser’s default hereunder, the failure that actual damages would be impracticable or extremely difficult to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)ascertain, and such default continues that the provision for more than ten (10) days after written notice from Sellers’ Representativeliquidated damages hereunder does not constitute a penalty. The parties acknowledge that these damages have been specifically negotiated between themselves and are, then among other things, to compensate Seller for taking the Property off the market, for Seller’s costs and expenses associated with this Agreement and for Seller’s lost opportunity costs. Purchaser shall forfeit hereby waives the rights and benefits of any law, rule, regulation, or order now or hereafter existing that would allow Purchaser to claim a refund of the Deposit and neither party as unearned xxxxxxx money, a penalty, or for any other reason. If, notwithstanding the provisions herein, a court determines that Seller is not entitled to retain the Deposit as a result of Purchaser’s default hereunder, Seller shall be obligated entitled to proceed with seek any and all damages provided by law; provided, however, that any recovery thereof may not exceed the purchase and sale amount of the PropertyDeposit. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS SELLER AND PURCHASER ACKNOWLEDGE AGREE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT PAYMENT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT SELLER UNDER THIS SECTION 11.1 10.2 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, MUTUALLY BARGAINED FOR AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AS LIQUIDATED DAMAGES AND IN EQUITY, ARISING FROM OR RELATED TO NOT AS A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERPENALTY.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Applicable Share of the Deposit to each Seller, which, except for Purchaser's indemnity and confidentiality obligations hereunder, shall be Sellers' sole remedy at law or in equity against Purchaser, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ ' Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Applicable Share of the Deposit to each Seller, which, except for Purchaser's indemnity and confidentiality obligations hereunder, shall be Sellers' sole remedy at law or in equity against Purchaser, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ ' sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ ' DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ ' DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ ' EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.2.11 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults is in its default of one or more of Purchaser’s obligations hereunder under this Agreement other than a failure to timely close (afor which there shall be no notice and cure period), then Seller may give notice to Purchaser (with a copy to Title Company) deliver specifying the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase nature of the Properties on default. Purchaser shall have five (5) Business Days after receiving that notice, but in no event beyond the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated within which to proceed with the purchase and sale of the Propertiescure that default. If Purchaser defaults in any of its other representationsfails to cure that default within that period, warranties or obligations under then Seller’s sole remedy for such default shall be to terminate this Agreement by giving notice of such termination to Purchaser (includingwith a copy to Title Company) and receive the Deposit as liquidated damages. If Seller does so terminate this Agreement, without limitationthen Title Company shall pay the Deposit to Seller. Purchaser agrees that the retention of the Deposit by Seller represents a reasonable estimation as of the Effective Date of Seller’s damages in the event of Purchaser’s default hereunder, the failure that actual damages would be impracticable or extremely difficult to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)ascertain, and such default continues that the provision for more than ten (10) days after written notice from Sellers’ Representativeliquidated damages hereunder does not constitute a penalty. The parties acknowledge that these damages have been specifically negotiated between themselves and are, then among other things, to compensate Seller for taking the Property off the market, for Seller’s costs and expenses associated with this Agreement and for Seller’s lost opportunity costs. Purchaser shall forfeit hereby waives the rights and benefits of any law, rule, regulation, or order now or hereafter existing that would allow Purchaser to claim a refund of the Deposit and neither party as unearned xxxxxxx money, a penalty, or for any other reason. If, notwithstanding the provisions herein, a court determines that Seller is not entitled to retain the Deposit as a result of Purchaser’s default hereunder, Seller shall be obligated entitled to proceed with seek any and all damages provided by law; provided, however, that any recovery thereof may not exceed the purchase and sale amount of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERDeposit.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 2.2.5 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If (x) Purchaser defaults in its obligations hereunder to (a) deliver any deposit or payment required of Purchaser hereunder, (b) deliver to Seller the Depositdeliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.5 and close on the purchase of the Properties Property on the Closing DateDate or (y) the Solana Purchaser defaults in its obligations under the Solana Contract, and such default is not cured within the applicable notice and grace periods, if any, under the Solana Contract, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER. FURTHER, THE LIQUIDATED DAMAGE PROVISIONS OF THIS SECTION WILL NOT ACT TO LIMIT THE AMOUNT OF DAMAGES RECOVERABLE BY SELLER AGAINST PURCHASER UNDER A.R.S. §§ 12 1103, 12 1191, 33 420, OR 33 713, OR RECOVERABLE BY SELLER AGAINST PURCHASER IN THE EVENT THAT PURCHASER IMPROPERLY RECORDS A LIS PENDENS OR OTHER DOCUMENT OR INSTRUMENT AGAINST THE PROPERTY.

Purchaser Default. If Purchaser defaults in its obligations hereunder and Seller acknowledge that it would be extremely impracticable and difficult to (a) deliver ascertain the Deposit, or (b) deliver the Purchase Price for each Property at the time required actual damages that would be suffered by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Seller if Purchaser shall forfeit the Deposit and neither party shall be obligated fails to proceed with consummate the purchase and sale of the Properties. If Purchaser defaults in Property herein (for any reason other than Seller’s failure, refusal or inability to perform any of its Seller’s covenants and agreements hereunder or the failure of any other representations, warranties or obligations under of the conditions to Purchaser’s obligation to close hereunder). Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement; and the personal expenses of Seller incurred in connection with the preparation of this Agreement (includingand Seller’s performance hereunder; and the other damages, without limitationgeneral and special, that Purchaser and Seller realize and recognize Seller will sustain, but that Seller cannot at this time calculate with absolute certainty. Based on all those considerations, Purchaser and Seller have agreed that the failure damage to deliver Seller would reasonably be expected to Escrow Agent amount to the deliveries specified Xxxxxxx Money. Accordingly, if Purchaser breaches or is in default under Section 6.4 on the date required thereunder)any provision of this Agreement and has failed, and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated refused or is unable to proceed with consummate the purchase and sale of the PropertyProperty contemplated hereby by the date of the Closing, and fails to cure such breach or default within seven (7) business days from receipt of written notice of such breach or default from Seller, then the Escrow Agent shall pay the interest, if any, earned on the Xxxxxxx Money to Purchaser and deliver the Xxxxxxx Money to Seller as full and complete liquidated damages. Upon proper delivery of the Xxxxxxx Money to Seller, as above provided, no party to this Agreement shall have any liability to any other party to this Agreement other than Purchaser’s Indemnity Obligations set forth in Section 4.1 of this Agreement. The Deposit constitutes liquidated damages and recourse provision provided for in this section shall not be deemed to the Deposit is, except for be a cap or limit on Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach Seller under Section 4.1 of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERthis Agreement.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then then, subject to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser obligations hereunder. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYOBLIGATIONS HEREUNDER. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults shall become in its obligations hereunder breach of or default under this Agreement in any material respect and the breach or default continues beyond the expiration of the cure period, if any, provided in Section 11.6 hereof, and Seller thereafter terminates this Agreement pursuant to Section 11.6, then, subject as hereinbelow stated in this Section 10.2, and none of the following circumstances exist: (a) deliver a default by Seller and the Depositexpiration of the cure period, or if any, provided under Section 11.6 hereof; (b) deliver the Purchase Price for each Property at the time required existence of a Pending Default (as defined in and contemplated by Section 2.2.4 and, as a result, does not close on the purchase 11.6); or (c) any other provision of this Agreement which permits Purchaser to terminate this Agreement or otherwise relieves Purchaser of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated obligation to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of convey the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ ; then as its sole and exclusive remedy for Purchasersuch breach or default, the Deposit shall be retained by Seller as liquidated damages, and both parties shall be relieved of and released from any further liability hereunder except for the Surviving Obligations. Seller and Purchaser agree that payment to Seller of the Deposit is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages in light of Seller’s failure removal of the Property from the market and the costs incurred by Seller and shall not constitute a penalty or a forfeiture. In order for a breach or default to perform its obligation to purchase arise in connection with the Properties or inaccuracy of any breach of a representation or warranty by Purchaser hereunderherein, the representation or warranty must fail to be true or correct in a material respect. Sellers expressly waive Notwithstanding anything to the remedies contrary in this Agreement, the indemnity obligations of specific performance the Purchaser under this Agreement and additional damages for Seller’s rights to recover costs, fees and expenses under Section 11.9 are separate and distinct obligations of the Purchaser that are not subject to the liquidated damage provisions contained in this Section 10.2. Furthermore, Seller, in connection with any default by action or proceeding relating to or enforcing this Section 10.2 or collecting and/or retaining the Deposit, may recover from Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERany prevailing party attorney fees or costs to which Seller may be entitled pursuant to Section 11.9 below.

Purchaser Default. If The parties acknowledge and agree that if Purchaser breaches any of its representations or warranties or fails to perform any of its covenants in any material respect it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such breach and/or failure. Consequently, if Purchaser breaches any of its representations or warranties, fails to perform any of its covenants in any material respect, or otherwise defaults in its obligations hereunder hereunder, then Seller shall be entitled to (a) deliver the Deposit, terminate this Agreement by giving written notice thereof to Purchaser prior to or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 Closing, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, as a result, does not close on after the purchase payment of the Properties on the Closing DateDeposit to Seller, then, immediately and without notice or cure, neither Seller nor Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in will have any of its other representations, warranties further rights or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit isAgreement, except for Purchaser’s indemnity any obligations and confidentiality obligations hereunderindemnities that expressly survive termination. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT THE DEPOSIT AMOUNT IS THE PARTIES’ BEST ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER BECAUSE OF ANY SUCH BREACH, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS FAILURE OR DEFAULT BY PURCHASER, AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SUCH ESTIMATE IS REASONABLE COMPENSATION UNDER THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, AND THE RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE THE EXCLUSIVE REMEDY FOR PURCHASER’S BREACH, FAILURE OR DEFAULT, SINCE THE PRECISE AMOUNT OF SUCH COMPENSATION WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.The foregoing is accepted and agreed to. Initials of: /s/ NB /s/ MEN Seller Purchaser

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.4 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver to Seller the Depositdeliveries specified under Section 5.3 on the date required thereunder, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 1.2(d) and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Agreement, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS The foregoing notwithstanding, no right to cure shall extend the Closing Date. SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 9.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.2 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller (to the extent Purchaser has delivered the Deposit), and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty, and Purchaser shall have no further obligations to Seller under this Contract, except for the applicable Survival Provisions. If In the event that this Contract terminates as a result of Purchaser’s failure to deliver the Deposit, Seller shall have no right to xxx Purchaser for recovery of the Deposit. If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property, and Purchaser shall have no further obligations to Seller under this Contract, except for the applicable Survival Provisions. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. UNDER NO CIRCUMSTANCES MAY SELLER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH SELLER SPECIFICALLY WAIVES, FROM PURCHASER FOR ANY BREACH BY PURCHASER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. /s/ LPM________ /s/ KH______ Seller’s Initials Purchaser’s Initials

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser materially defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) calendar days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty and this shall be Seller’s sole remedy. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or, should Purchaser approve of the feasibility of the Property, the Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants in any material respect, or otherwise defaults in its obligations hereunder hereunder, then Seller shall give Purchaser written notice of such breach or default on or prior to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately Date and without notice or cure, Purchaser shall forfeit have ten (10) Business Days from the Deposit date of receipt of such notice to cure such breach or default and neither party the Closing Date shall be obligated to proceed with the purchase and sale of the Propertiesextended accordingly. If Purchaser defaults fails to cure such breach or default within such ten (10) Business Day period, then Seller shall be entitled to terminate this Agreement by giving written notice thereof to Purchaser, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any of its other representations, warranties further rights or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit isAgreement, except for Purchaserany obligations that expressly survive termination, except that Seller shall have the right to pursue an action against Purchaser for Seller’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach actual damages suffered on account of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunderunder Sections 5.1.5, 12.2, and 15.17 of this Agreement; provided, however, nothing contained herein shall entitle Seller to consequential or punitive damages or any other sums in excess of Seller’s actual damages. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINEThe foregoing part of this Section 11.3 to the contrary notwithstanding, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERPurchaser shall not be entitled to any notice and right to cure with respect to those matters to be performed by Purchaser on the Closing Date and as a part of the Closing.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Additional Deposit (or any other deposit or payment required of Purchaser hereunder except for the Initial Deposit), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the amount of the Deposit allocated to such Property to each Seller, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in its obligation hereunder to deliver the Initial Deposit within two (2) Business Days following the Effective Date, then immediately and without the right to receive notice or to cure pursuant to Section 2.3.3, this Contract shall terminate and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the amount of the Deposit allocated to such Property to each Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with the terms of Article II and close on the purchase of the Properties on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the amount of the Deposit allocated to such Property to each Seller, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the amount of the Deposit allocated to such Property to each Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertyProperties. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYPROPERTIES. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 5 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If (i) Purchaser defaults shall default in its obligations hereunder to (a) deliver the Deposit, or (b) deliver payment of the Purchase Price for each Property at or if Purchaser shall default in the time required by Section 2.2.4 and, as a result, does not close on the purchase performance of the Properties any of its other obligations to be performed on the Closing Date, then, immediately and without notice or cure, (ii) Purchaser shall forfeit default in the Deposit and neither party shall be obligated to proceed with the purchase and sale performance of the Properties. If Purchaser defaults in any of its other representationsobligations to be performed prior to the Closing Date and, warranties with respect to any default under this clause (ii) only, such default shall continue for ten (10) days after notice to Purchaser, Seller's sole remedy by reason thereof shall be retain the Deposit (and any interest earned thereon), as liquidated damages for Purchaser's default hereunder (it being agreed that the damages by reason of Purchaser's default are difficult, if not impossible, to ascertain and the Deposit (and any interest earned thereon) is a reasonable estimate of Seller's actual damages in such event), and upon such receipt of the Deposit this Agreement shall be terminated and thereafter Purchaser and Seller shall have no further rights or obligations under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller's ability to sell, exchange, transfer, lease, dispose of or finance the Property or takes any other actions with respect thereto (including, without limitation, the failure to deliver to Escrow Agent filing of any lis pendens or other form of attachment against the deliveries specified under Section 6.4 on the date required thereunderProperty), then the named Purchaser (and such default continues for more than ten (10any assignee of Purchaser's interest hereunder) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated liable for all loss, cost, damage, liability or expense (including, without limitation, reasonable attorneys' fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for contest by Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each the Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ Seller’s Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, SellersSeller’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS TRANSACTION CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If The parties acknowledge and agree that if Purchaser materially breaches any of its representations or warranties or fails to perform any of its covenants in any material respect and as a result thereof fails to close as required by this Agreement, it would be extremely difficult to ascertain the extent of the actual detriment each Seller would suffer as a result of such breach or failure. Consequently, if Purchaser materially breaches any of its representations or warranties, fails to perform any of its covenants in any material respect or otherwise materially defaults in its obligations hereunder and as a result thereof fails to close as required by this Agreement, and such breach or failure shall continue for a period of fifteen (a15) deliver Business Days after written notice thereof from Seller specifying to which Facility the Deposit, or default applies and the specific nature of the default (b) other than a failure to deliver the Purchase Price upon satisfaction of Purchaser’s Conditions Precedent for each Property which no cure period shall be given), then Seller’s sole and exclusive remedy at law or in equity shall be either to (i) terminate this Agreement in its entirety and retain the time required by Section 2.2.4 andDeposit as fixed, agreed and liquidated damages and not as a resultpenalty, does if Purchaser’s default is not close on limited to a specific Facility or specific Facilities or (ii) terminate this Agreement only as to the purchase specific Facility as to which Purchaser is in default, by giving written notice thereof to Purchaser prior to the Closing, in which event an amount equal to the amount of Deposit allocable to the Facility which is the subject of such default of Purchaser shall be paid to Sellers as fixed, agreed and liquidated damages and not as a penalty, and after the payment of such portion of the Properties on the Closing DateDeposit to Sellers, then, immediately and without notice or cure, neither Sellers nor Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in will have any of its other representations, warranties further rights or obligations under this Agreement (including, without limitation, the failure with respect to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit isFacility, except for any obligations that expressly survive termination. Sellers hereby waive any right to action for specific performance of Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERunder this Agreement.