Common use of Seller Default Clause in Contracts

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

Seller Default. If a Seller defaults (i) in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunder, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may exercise its rights set forth in this Section 10.2 without any further opportunity of such Seller to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, other covenants or obligations under this AgreementContract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, provided that Purchaser is not in default under this Contract, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, Purchaser may either (ia) if Purchaser has closed on subject to the remaining Properties for which there has been no default allegedconditions below, seek specific performance of the defaulting Seller’s obligations obligation to deliver its Deed pursuant to this Agreement Contract (but not damages); , or (iib) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement Contract for the Properties Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If Purchaser, pursuant to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, proceed then Purchaser may recover, as its sole recoverable damages (but without limiting its right to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties Property for which this Agreement Contract has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock which damages shall not exceed $2,000,000 75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) not otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action Contract and (ii) file suit therefor with the court on or inaction of Sellers taken in bad faith before the ninetieth (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (190th) day after termination the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the Agreement with respect out-of-pocket expenses reimbursed by Sellers pursuant to the Property or Properties in questionforegoing sentence. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERS, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLERS FOR ANY BREACH BY A SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from PurchaserPurchaser (except that with respect to Seller’s to close in accordance with Section 5.2 or Seller’s failure to make the deliveries specified under Section 5.2 on the date required thereunder, for which no notice shall be required), then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser (subject to Purchaser's obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit) and Purchaser may either recover, as its sole recoverable damages (ibut without limiting its right to receive a refund of the Deposit), its direct and actual out‑of‑pocket expenses and costs (documented by paid invoices to third parties) if in connection with this transaction, which damages shall not exceed $50,000 in aggregate, or (b) Purchaser has closed on the remaining Properties for which there has been no default alleged, may seek specific performance of Seller's obligation to deliver the defaulting Seller’s obligations Deed pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment, without recourse, of all of Purchaser’s decision 's right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, andWARRANTIES, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionOR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesCONSEQUENTIAL, including delivery of the Purchase Price thereforPUNITIVE, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerIf, prior to at the Closing, defaults (i) Seller is in default of any of its representations, warranties, covenantsobligations hereunder, or (ii) any of Seller’s representations or warranties set forth in Section 11.1 are untrue, inaccurate or incorrect when given, in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations under this Agreementhereunder in a prompt and timely manner, including to sell its Property as required by this Agreement and any such default circumstance described in any of clauses (i), (ii) or (iii) continues for more than ten five (105) business days after written notice from PurchaserBuyer to Seller, thenwhich written notice shall detail such default, at Purchaseruntruth or failure, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which (A) the Deposit and all interest earned thereon shall be returned to Buyer, and (B) Seller shall pay to Buyer any title, escrow, legal and inspection fees incurred by Buyer and any other expenses incurred by Buyer in connection with its review of the Property, and the negotiation, documentation and performance of this Agreement (including, without limitation, the fees and expenses of environmental and engineering consultants, legal and accounting fees and expenses, and other out-of-pocket third party charges related to the transactions contemplated by this Agreement and their consummation), subject to a cap of $125,000 (collectively, “Buyer’s electionCosts”), Purchaser may either in which case, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ib) if Purchaser has closed on waive the remaining Properties for which there has been no default allegedcondition and proceed to Closing, or (c) seek specific performance of this Agreement by Seller. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days after the defaulting occurrence of Seller’s obligations pursuant default. Buyer agrees that its failure to this Agreement timely commence such an action for specific performance within such ninety (but not damages); 90) day period shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or (ii) give record a Termination Notice to Sellers’ Representative notice of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share lis pendens or notice of pendency of action or similar notice against any portion of the Deposit for Property. Notwithstanding the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), andforegoing, if Sellers’ default under this Agreement resulted from an intentional action or inaction by Seller’s affirmative acts the remedy of Sellers taken in bad faith (excluding any action or inaction a specific performance has been rendered unavailable to Buyer, Buyer shall have and may assert against Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations Seller’s default under this Agreement with respect to the other remaining PropertiesAgreement, including delivery any and all rights available at law and in equity, without imposition of the Purchase Price thereforlimitations in this Agreement on Buyer’s rights, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property remedies or Properties in questiondamages.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit) and Purchaser may either recover, as its sole recoverable damages (ibut without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) if in connection with this transaction, which damages shall not exceed $20,000 in aggregate, or (b) Purchaser has closed on the remaining Properties for which there has been no default alleged, may seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, andWARRANTIES, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionOR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesCONSEQUENTIAL, including delivery of the Purchase Price thereforPUNITIVE, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerIf, at or any time prior to the Closing, defaults in Seller fails to perform its representations, warranties, covenants, covenants or obligations under this AgreementMaster Purchase and Sale Agreement in any material respect, including to sell its Property which breach or default is not caused by a Purchaser Default, as required by this Agreement and such default continues for more than ten hereinafter defined (10) days after written notice from each, a “Seller Default”), then Purchaser, thenas its sole and exclusive remedies, at Purchaser’s election, Purchaser may either elect to: (i) if Purchaser has closed on the remaining Properties for terminate this Master Purchase and Sale Agreement by providing written notice to Seller, in which there has been no default allegedcase, seek specific performance any amount of the defaulting SellerDeposit which has not already been allocated to a Property at a Closing in accordance with the terms and conditions of this Master Purchase and Sale Agreement shall be promptly refunded to Purchaser, and Seller shall reimburse Purchaser for all third-party costs and expenses reasonably incurred by Purchaser in connection with the transactions contemplated under this Master Purchase and Sale Agreement, in an amount not to exceed ONE MILLION DOLLARS ($1,000,000) in the aggregate (the “Purchaser’s Costs”), and the Parties shall have no further rights or obligations pursuant to under this Agreement (but not damages)Master Purchase and Sale Agreement, except as otherwise expressly provided herein; or (ii) give seek specific performance of Seller's obligations under this Master Purchase and Sale Agreement and any related Individual Purchase and Sale Agreement; or (iii) waive any Seller Default at or prior to the Closing and proceed to the Closing without any abatement of the Purchase Price. Notwithstanding anything to the contrary in this Master Purchase and Sale Agreement, Purchaser shall not have the right to exercise its remedies under this Section 13.1 for a Termination Notice Seller Default or under Section 9.2.2 hereof for a failure of a Purchaser Closing Condition (each, a “Purchaser Closing Condition Failure”), unless Purchaser has provided written notice to Sellers’ Representative Seller specifying, in reasonable detail, the nature of Seller Default or Purchaser Closing Condition Failure, as the case may be, and Seller has not cured Seller Default or Purchaser Closing Condition Failure, as the case may be, within thirty (30) days after Seller’s receipt of such notice (the “Seller Cure Period”); in which case, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of Seller Cure Period. Notwithstanding anything to the contrary contained herein, Seller shall have no right to cure or extend the Closing Date for an intentional breach of a representation, warranty or covenant of Seller contained herein. Notwithstanding the foregoing, in the event that Seller purchases Purchaser’s Due Diligence Reports pursuant to Section 4.1.4 then the purchase price proceeds received by Purchaser shall offset that portion of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount Costs equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.purchase proceeds

Seller Default. If a SellerIn the event Seller breaches or fails, prior without legal excuse, to complete the Closing, defaults in sale of the Property or to perform its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default failure continues for more than ten five (105) business days after written notice from Purchaserto Seller, thenBuyer may, at Purchaser’s electionas its sole remedy therefor, Purchaser may subject to the next paragraph of this Section 10.2, either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek enforce specific performance of the defaulting Seller’s obligations pursuant to this Agreement against Seller, provided that any action for specific performance shall be commenced within sixty (but not damages); 60) days after such default, or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such and receive a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share return of the Deposit and be reimbursed by Seller for its actual and substantiated out-of-pocket costs and expenses in an amount not to exceed $100,000, it being understood that if Buyer fails to commence an action for specific performance within sixty (60) days after such default, Buyer’s sole remedy shall be to receive a return of the terminated PropertiesDeposit (together with any interest earned thereon) and be reimbursed by Seller for its actual and substantiated out-of-pocket costs and expenses in an amount not to exceed $100,000. In the latter case, Return on Deposit on if requested by Seller in writing, Buyer shall deliver to Seller copies of all surveys, title commitments, engineering reports, environmental audits and other third party studies and reports generated by or for Buyer in connection with the Applicable Share amount (or credit Property except to the extent the same are proprietary to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal Buyer. Notwithstanding anything to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 contrary contained in the aggregate regardless of the number of terminated Properties)this Agreement, and, if Sellers’ default Buyer agrees that its recourse against Seller under this Agreement resulted from an intentional action or inaction under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be strictly limited to Seller’s interest in the Property, and that in no event shall Buyer seek or obtain any recovery or judgment against any of Sellers taken in bad faith Seller’s other assets (excluding if any) or against any action of Seller’s partners (or inaction a Seller reasonably takes their constituent partners) or refuses to take in response to a request any member, director, officer, employee, beneficiary or requirement shareholder of any Lender) that causes one (1) or more of the Closings not foregoing. Buyer agrees that Seller shall have no liability to occur solely as a result Buyer for any breach of Seller’s covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction unless the valid claims for all such action or inaction, a termination fee of breaches collectively aggregate more than Twenty-Five Thousand Dollars ($8,000,000 25,000.00) (the “Termination FeeFloor”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect ), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, representations or warranties hereunder or under any other remaining Propertiesagreement, including delivery of document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Purchase Price thereforProperty or this transaction, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to Buyer’s actual damages, up to (but not exceeding) One Million Five Hundred Thousand Dollars ($8,000,0001,500,000.00) in the aggregate, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser and that in no event shall Buyer be entitled to execute on the Guaranty for seek or obtain any other damages of the Applicable Share of the Depositany kind, Return on Depositincluding, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property without limitation, consequential, indirect or Properties in questionpunitive damages.

Seller Default. If a SellerPrior to Closing, prior if Seller and/or Existing Operator or any of their Affiliates party to the ClosingSeparate PSA defaults on its obligations hereunder or under the Separate PSA, as applicable, to deliver to Escrow Agent the deliveries specified under Section 5.2 hereunder or under Section 5.2 of the Separate PSA on the date required by the terms of this Agreement or the Separate PSA or, defaults in any material respect with respect to any of its representations, warranties, covenants, covenants or obligations under this AgreementAgreement or the Separate PSA, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days Business Days after written notice from Purchaser, thenthen Purchaser shall have the right to (a) terminate this Agreement, at Purchaser’s election, Purchaser may either whereupon (i) if the Deposit shall be returned to Purchaser, and (ii) Seller and Existing Operator shall pay to Purchaser has closed on all documented out-of-pocket costs and expenses incurred by Purchaser and JV Partner in connection with this Agreement and the remaining Properties for Transaction (taken in the aggregate with all costs and expenses incurred hereunder and under each Separate PSA), including without limitation their reasonable attorneys’ fees and expenses (which there has been no default allegedobligations shall survive such termination) up to a maximum aggregate amount of Three Hundred Thousand and no/100 Dollars ($300,000.00) (inclusive of reasonable attorney’s fees and expenses incurred in connection with the Separate PSA), or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations and Existing Operator’s obligation to consummate the Transactions pursuant to this Agreement. Purchaser may seek specific performance of Seller’s and Existing Operator’s obligation to close on the sale of the Property pursuant to this Agreement only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (but x) not damages); otherwise be in default under this Agreement beyond the applicable notice and cure periods, and (y) file suit therefor with the court on or (ii) give a Termination Notice before the 90th day after the delivery of written notice of the default. If Purchaser fails to Sellers’ Representative of Purchaser’s decision file an action for specific performance within such 90 day period, then Purchaser shall be deemed to have elected to terminate this Agreement for the Properties for which there was such a defaultin accordance with subsection (a) above. SELLER, proceed to Closing on the remaining PropertiesEXISTING OPERATOR AND PURCHASER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated PropertiesAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY PRIOR TO CLOSING AGAINST SELLER AND EXISTING OPERATOR BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER AND/OR EXISTING OPERATOR OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS. UNDER NO CIRCUMSTANCES SHALL PURCHASER SEEK OR BE ENTITLED TO RECOVER DAMAGES PRIOR TO CLOSING (INCLUDING ANY SPECIAL, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminatedCONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, andFROM SELLER OR EXISTING OPERATOR FOR ANY BREACH BY SELLER OR EXISTING OPERATOR OF ITS PRE-CLOSING COVENANTS, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionSELLER’S REPRESENTATIONS OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may either recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $35,000 in aggregate, provided, however, (i) if such default is solely as a result of Seller’s failure to obtain by the Closing Date the consent of the required number of members or limited partners, as the case may be, to consummate the transactions contemplated herein and (ii) Purchaser has closed is not otherwise in default under this Contract and is ready, willing and able to consummate the Closing on the remaining Properties for which there has been no Closing Date, then the amount of direct and actual out-of-pocket expenses and costs that Purchaser may recover as a result of such default allegedshall not exceed $150,000 in the aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller's obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Sections 2.2.3 and 5.3 (with the exception of Section 5.3.1); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of for specific performance within 90 days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller an assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If Sellers shall refuse or fail to convey the Property as herein provided for any reason other than (a)a default by Purchaser and the expiration of the cure period, if any, provided under Section 13.7 hereof, (b) the existence of a Seller, prior to the Closing, defaults Pending Default (as defined in its representations, warranties, covenantsand contemplated by Section 13.7), or obligations under this Agreement, including to sell its Property as required by (c) any other provision of this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s electionwhich permits Sellers to terminate this Agreement or otherwise relieves Sellers of the obligation to convey the Property, Purchaser may shall elect as its sole and exclusive remedy hereunder either to (i) if Purchaser has closed on terminate the remaining Properties for which there has been no default alleged, seek specific performance of Agreement and recover the defaulting Seller’s obligations pursuant to this Agreement (but not damages)Deposit; or (ii) give a Termination Notice to enforce Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it ' obligations under this Agreement with respect by filing suit within thirty (30) days of Sellers' default, provided that no such action in specific performance shall seek to the other remaining Properties, including delivery of the Purchase Price therefor, and require Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for do any of the Applicable Share following: (1)change the condition of any of the Deposit, Return on Deposit, and Termination Fee if Projects or restore the same after any fire or other casualty; (2) subject to Section 12.3, below, expend money or post a bond to remove a title encumbrance or defect (other than an Consensual Lien that Sellers are not returned within one (1required to cure) day after termination or PURCHASE AND SALE AGREEMENT CRV PROPERTY correct any matter shown on a survey of any of the Agreement Projects; or (3) secure any permit, approval, or consent with respect to the Property or Properties Sellers' conveyance of the Property. In the event of Sellers' willful refusal to close this transaction or in questionthe event specific performance is not available as the result of Sellers' willful default under this Agreement, then Sellers shall reimburse Purchaser on demand for all commercially reasonable third-party out-of-pocket expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement (including, without limitation, any costs of survey, title, environmental or physical inspections and attorneys' fees) and such reimbursement obligation shall survive termination of this Agreement. In the event that specific performance is not available because Sellers have conveyed the Property to a third party, then, in addition to receiving the Deposit and reimbursement of Purchaser's commercially reasonable third-party out-of-pocket expenses as aforesaid, Purchaser shall also be entitled to liquidated damages in the amount of $6,744,822.00. Sellers and Purchaser each acknowledge that this liquidated damages provision is neither unconscionable, nor a penalty. Sellers expressly waive any defense that they may have to the enforcement of this provision on the ground that it represents a penalty or is excessive or disproportionate to, or an unreasonable estimate of, Purchaser`s damages. Purchaser waives any right to receive any other amounts as damages as a result of Sellers' refusal or failure to convey the Property.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $50,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Sections 2.2.3 and 5.3 (with the exception of Section 5.3.1); or (ii) give a Termination Notice not otherwise be in default under this Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to Sellers’ Representative file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall promptly deliver to Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 5 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $75,000.00 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of Seller's obligation to deliver the defaulting Seller’s obligations Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller's obligation to deliver the Deed and complete the Closing pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Sections 2.2.4 and 5.3 (with the exception of Section 5.3.1); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of for specific performance within 90 days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller an assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SETS FORTH PURCHASER'S EXCLUSIVE REMEDIES AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, Seller defaults in the observance or performance of its covenants and obligations hereunder prior to the Closing, defaults in or if Seller breaches any of its representations, warranties, covenants, or obligations representations and warranties under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten the greater of five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, or the expiration of other applicable cure periods set forth in this Agreement, then Buyer shall be entitled either, at Buyer’s option, (i) without waiving the right to elect the option to Terminate this Agreement, to bring an action against Seller for specific performance of this Agreement, but only if such suit is filed within sixty (60) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance occurrence of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); alleged default, or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for which there was such a default, proceed delivery to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result notice of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser in such event Buyer shall be entitled to execute on the Guaranty return the Deposit and, in the case of a material default by Seller that is willful and/or fraudulent in nature, Seller shall be obligated to reimburse Buyer for all of Buyer’s actual costs incurred in pursuing and attempting to complete this Transaction (including due diligence costs and reasonable attorneys’ fees actually incurred) up to an amount not to exceed $150,000.00. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Buyer’s rights to so Terminate this Agreement or xxx for specific performance, are Buyer’s sole and exclusive remedies hereunder in the Applicable Share event of the Deposit, Return on Depositdefault hereunder by Seller, and Termination Fee if Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the same are express provisions of this Agreement), including, but not returned within one limited to: (1) day after termination any right to bring an action for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within such the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. If a SellerIn the event Seller breaches or fails, prior without legal excuse, to complete the Closing, defaults in sale of the Property or to perform its representations, warranties, covenants, or obligations under this Agreement, including Buyer may, as its exclusive remedy therefor, subject to sell its Property as required by the next paragraph of this Agreement and such default continues for more than ten (10) days after written notice from PurchaserSection 10.2, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek enforce specific performance of the defaulting Seller’s obligations pursuant to this Agreement against Seller (but not damagesprovided that Buyer shall be deemed irrevocably to have waived this remedy unless it institutes suit seeking specific performance within forty-five (45) days of the scheduled time of Closing); , or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for and receive a return of the Properties for Deposit, except that in the case of any breach of a representation, warranty or covenant of Seller which there was such a defaultsurvives the closing, proceed if Buyer closes, Buyer shall be entitled, as its sole remedy, to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal recover its actual damages therefor. Notwithstanding anything to the Applicable Share of the Deposit for the terminated Propertiescontrary contained in this Agreement, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser Buyer agrees that its recourse against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default Seller under this Agreement resulted from an intentional action or inaction under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be strictly limited to Seller’s interest in the Property, (or upon consummation of Sellers taken the transaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller), and that in bad faith no event shall Buyer seek or obtain any recovery or judgment against any of Seller’s other assets (excluding if any) or against any action of Seller’s members (or inaction a Seller reasonably takes their constituent members or refuses to take in response to a request partners) or requirement any member, director, officer, employee, beneficiary or shareholder of any Lender) that causes one (1) or more of the Closings not foregoing. Buyer agrees that Seller shall have no liability to occur solely as a result Buyer for any breach of Seller’s covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the property or this transaction unless the valid claims for all such action or inaction, a termination fee of breaches collectively aggregate more than Twenty-Five Thousand Dollars ($8,000,000 25,000.00) (the “Termination FeeFloor”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect ), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, representations or warranties hereunder or under any other remaining Propertiesagreement, including delivery of document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Purchase Price thereforProperty or this transaction, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to Buyer’s actual damages not in excess of Five Hundred Fifty Thousand Dollars ($8,000,000500,000.00) in the aggregate (the “Cap”), regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser and that in no event shall Buyer be entitled to execute seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages, provided, however, the foregoing cap on the Guaranty for liability shall not apply to any of the Applicable Share amounts that may be owing to Buyer under the provisions of the Deposit, Return on Deposit, Sections 14 and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question8.1 herein.

Seller Default. If a Seller, prior to Seller defaults in its obligations under this Agreement on or before the Closing, defaults or if any of Seller’s representations or covenants set forth in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement are not true and such default continues for more than ten (10) days after written notice from Purchasercorrect in all material aspects as of the Closing, then, at Purchaser’s election, Purchaser may sole remedy shall be either (i) if to terminate this Agreement, whereupon the Escrow Agent shall (subject to Purchaser’s obligation to return all Due Diligence Materials as set forth in this Agreement) return the Deposit to Purchaser has closed on and both Seller and Purchaser shall be relieved of any further liability under this Agreement except that Seller shall be obligated to reimburse Purchaser for its reasonable and actual out of pocket costs incurred in connection with Purchaser’s attempt to purchase the remaining Properties for which there has been no default allegedProperty including, seek specific performance all amounts paid or owing to Lender in connection with Purchaser’s financing of the defaulting acquisition of the Property, all diligence costs and the costs of Purchaser’s attorneys, advisors and consultants, provided that in no event shall Seller’s obligations pursuant to this Agreement responsibility for reimbursement of such costs exceed Fifty Thousand Dollars (but not damages$50,000.00); , or (ii) give to pursue a Termination Notice remedy of specific performance of Seller’s obligation to Sellers’ Representative convey the Property to Purchaser, provided that Purchaser initiates such proceeding within ninety (90) days of Seller’s alleged default. The provisions of this Section 16(a) shall not limit Purchaser’s decision to terminate rights under any indemnity set forth in this Agreement nor impair Purchaser’s right to collect any amount under Section 21(k) below or seek damages for the Properties for which there was such Seller’s (i) breach of a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (representation or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred warranty discovered by Purchaser relating to breaking Purchaser’s rate lock with respect to after the terminated Properties Closing or (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement ii) post-Closing breach of any Lendercovenant which survives Closing, provided that (i) that causes one and (1ii) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless by the terms of the number Section 6 of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionthis Agreement.

Seller Default. If a Seller, prior any Seller fails to the Closingperform, defaults in or breaches its representations, warranties, covenants, obligations, representations or obligations warranties under this AgreementAgreement in any material respect (or with respect to any covenant, including obligation, representation or warranty that is qualified by “materiality” or “material adverse effect,” (or correlative terms) any Seller defaults in any respect with respect to sell its Property as required by this Agreement such covenant, obligation, representation or warranty), and no Buyer Default has occurred which remains uncured, and such failure to perform, default or breach continues for more than ten (10) days after written notice from PurchaserBuyer specifying the same in reasonable detail (provided, thenhowever, that there shall be no cure period for Seller’s failure to deliver the Seller Closing Deliveries at PurchaserClosing) (a “Seller Default”), Buyer shall have the option, as its sole and exclusive remedy at law or in equity, to either (a) terminate this Agreement by delivery of written notice of termination to Sellers, whereupon this Agreement shall terminate, Buyer and Sellers shall each be released from all liability hereunder (except for those provisions which recite that they survive termination), the Deposit (less the Independent Contract Consideration) shall be returned to Buyer, and Sellers shall reimburse Buyer for all of Buyer’s electiondocumented out-of-pocket costs and expenses incurred in connection with the transaction contemplated by this Agreement, Purchaser may either not to exceed One Million and no/100 Dollars ($1,000,000.00), or (b) waive such Seller Default and proceed to Closing without any reduction in the Purchase Price, or (c) if the Seller Default is due to Seller’s refusal or inability to deliver the Seller Closing Deliveries in violation of its obligations under this Agreement, bring an equitable action to enforce this Agreement by specific performance; provided, however, that with respect to an action for specific performance, (i) if Purchaser has closed on Buyer shall provide written notice of Buyer’s intention to enforce this Agreement, the remaining Properties for which there has been no default allegedspecific performance, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or and (ii) give Buyer’s suit for specific performance shall be filed against the applicable Seller in a Termination Notice court having jurisdiction in the county and state in which the applicable Property is located, on or before ninety (90) days following the Seller Default, failing which, Buyer shall be barred from enforcing this Agreement by specific performance and shall be deemed to Sellers’ Representative of Purchaser’s decision have elected to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed herein. Nothing contained herein is intended to so cure). The amount of the Termination Fee that may be collected by Purchaser or shall be limited construed to $8,000,000limit any right or remedy of Buyer after the Closing for any Post-Closing Claim, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser which shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questiongoverned by Section 16.1.

Seller Default. If Sellers shall refuse or fail to convey the Property as herein provided for any reason other than (a) a Sellerdefault by Purchaser and the expiration of the cure period, prior to if any, provided under Section 13.7 hereof, (b) the Closing, defaults existence of a Pending Default (as defined in its representations, warranties, covenantsand contemplated by Section 13.7), or obligations under this Agreement, including to sell its Property as required by (c) any other provision of this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s electionwhich permits Sellers to terminate this Agreement or otherwise relieves Sellers of the obligation to convey the Property, Purchaser may shall elect as its sole and exclusive remedy hereunder either to (i) if Purchaser has closed on terminate the remaining Properties for which there has been no default alleged, seek specific performance of Agreement and recover the defaulting Seller’s obligations pursuant to this Agreement (but not damages)Deposit; or (ii) give a Termination Notice to enforce Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it ' obligations under this Agreement with respect by filing suit within thirty (30) days of Sellers' default, provided that no such action in specific performance shall seek to the other remaining Properties, including delivery of the Purchase Price therefor, and require Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for do any of the Applicable Share following: (1)change the condition of any of the Deposit, Return on Deposit, and Termination Fee if Projects or restore the same after any fire or other casualty; (2) subject to Section 12.3, below, expend money or post a bond to remove a title encumbrance or defect (other than an Consensual Lien that Sellers are not returned within one (1required to cure) day after termination or correct any matter shown on a survey of any of the Agreement Projects; or (3) secure any permit, approval, or consent with respect to the Property or Properties Sellers' conveyance of the Property. In the event of Sellers' willful refusal to close this transaction or in questionthe event specific performance is not available as the result of Sellers' willful default under this Agreement, then Sellers shall reimburse Purchaser on demand for all commercially reasonable third-party out-of-pocket expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement (including, without limitation, any costs of survey, title, environmental or physical inspections and attorneys' fees) and such reimbursement obligation shall survive termination of this Agreement. In the event that specific performance is not available because Sellers have conveyed the Property to a third party, then, in addition to receiving the Deposit and reimbursement of Purchaser's commercially reasonable third-party out-of-pocket expenses as aforesaid, Purchaser shall also be entitled to liquidated damages in the amount of $8,341,178.00. Sellers and Purchaser each acknowledge that this liquidated damages provision is neither unconscionable, nor a penalty. Sellers expressly waive any defense that they may have to the enforcement of this provision on the ground that it represents a penalty or is excessive or disproportionate to, or an unreasonable estimate of, Purchaser's damages. Purchaser waives any right to receive any other amounts as damages as a result of Sellers' refusal or failure to convey the Property.

Seller Default. If a Seller, prior to the Closing, Seller defaults in the observance or performance of its representationscovenants and obligations hereunder, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten the greater of five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, then Buyer shall be entitled either, at Buyer’s option, (i) without waiving the right to elect the option to Terminate this Agreement, to sxx Seller for specific performance of this Agreement, but only if such suit is filed within one hundred eighty (180) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance occurrence of the defaulting Seller’s obligations alleged default, unless Buyer is legally precluded from bringing such suit pursuant to this Agreement (but not damages); bankruptcy law requirements within such one hundred and eighty day period or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for which there was such a default, proceed delivery to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result notice of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser Buyer shall be entitled to execute on all of its out-of pocket costs (including legal fees) incurred in connection with the Guaranty for transactions contemplated by this Agreement payable within five (5) days of demand; provided however that Buyer shall not be able to recover any of its out-of-pocket costs (including legal fees) to the Applicable Share extent Seller fails or is unable to deliver any Ground Lease Estoppel Certificate pursuant to Paragraph 5.1(N), so long as such failure or inability is not due to the fault of Seller. Prior to the DepositClosing, Return on DepositBuyer’s rights to so Terminate this Agreement or sxx for specific performance, are Buyer’s sole and exclusive remedies hereunder in the event of a default hereunder by Seller, and Termination Fee if Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the same are express provisions of this Agreement), including, but not returned within one limited to: (1) day after termination any right to sxx for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. If a SellerIf, prior to the consummation of the Closing, Seller (a) defaults on its obligations hereunder to deliver to the Title Company the documents as required pursuant to the terms of Section 5.2 and consummate the Transaction on the Closing Date for any reason other than the failure of a condition precedent set forth in Section 8.2, or (b) defaults in any material respect on any of its other representations, warranties, covenants, warranties or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than until the earlier of the Scheduled Closing Date and ten (10) days after written notice from PurchaserPurchaser (each, a “Seller Default”), then, at Purchaser’s electionelection and as Purchaser’s exclusive remedy (subject to Section 14.23), Purchaser may either (i) if Purchaser has closed on terminate this Agreement, and the remaining Properties for which there has been no default allegedDeposit shall be returned to Purchaser, minus the Independent Consideration, or (ii) seek specific performance of this Agreement by Seller. Purchaser hereby irrevocably waives any other right or remedy for any such default. In the defaulting Seller’s obligations event of a termination of this Agreement by Purchaser under this Section 10.2, the Deposit shall be returned to Purchaser, minus the Independent Consideration, and, thereafter, Purchaser and Seller shall be released and relieved of further obligations, liabilities or claims hereunder except as herein otherwise specified. Any action for specific performance instituted pursuant to this Agreement the foregoing provisions must be instituted, if at all, within sixty (but 60) days after the breach or alleged breach by Seller and, if such action is not damages); so instituted within such period of time, then such failure to timely commence such an action for specific performance within such sixty (60) day period shall be deemed a waiver by Purchaser of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or (ii) give record a Termination Notice notice of lis pendens or notice of pendency of action or similar notice against the Property. and Purchaser shall be deemed to Sellers’ Representative of Purchaser’s decision have elected to terminate this Agreement for as provided above. The foregoing provisions shall not limit Purchaser’s right to recover Purchaser’s attorneys’ fees pursuant to Section 14.23. Notwithstanding anything herein to the Properties for which there was such a defaultcontrary, proceed Purchaser shall have the right to bring an action seeking actual damages if (x) the Closing on does not occur, (y) clause (a) or (b) of the remaining Propertiesfirst sentence of this Section 10.2 applies, and (z) the applicable remedy of specific performance is not available either because Seller shall pay to Purchaser an amount equal to has conveyed the Applicable Share Property in breach of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred or because of any other willful default by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default Seller under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith Agreement. SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any LenderSUBJECT TO SECTION 14.23) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionAGAINST SELLER HEREUNDER AND BOTH AT LAW AND IN EQUITY, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesARISING FROM OR RELATED TO A BREACH BY SELLER COVERED BY THE FIRST SENTENCE OF THIS SECTION 10.2. SELLER FURTHER ACKNOWLEDGES AND AGREES THAT THE DAMAGES DUE PURCHASER HEREUNDER WILL NOT CONSTITUTE AN ADEQUATE REMEDY FOR PURCHASER AND THAT SPECIFIC PERFORMANCE IS AN APPROPRIATE REMEDY, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionAND WAIVES ANY OBJECTION TO THE SEEKING OR GRANTING OF SPECIFIC PERFORMANCE AND ANY REQUIREMENT TO POST SECURITY IN CONNECTION THEREWITH.

Seller Default. If a SellerThe term “Permitted Event” shall mean the occurrence of the following on the Closing Date: Buyer shall be ready, prior willing and able to complete Closing in accordance with this Agreement; and Sellers, notwithstanding the Closingforegoing, defaults shall have defaulted in its representationsobligation to complete Closing in accordance with this Agreement. Buyer agrees that Buyer shall not (and hereby waives any right to) ever file or assert any lis pendens against the Premises and Buyer further agrees that it shall not (and hereby waives any right to), warrantiesexcept upon the occurrence of the Permitted Event, covenants, commence or obligations maintain any action against Sellers for specific performance under this Agreement or for a declaratory judgment as to Buyer’s rights under this Agreement, including to sell its Property as required by . If the only reason the sale of any Premises is not consummated is because of a default under this Agreement on the part of Sellers and Buyer is not in default under this Agreement and such default continues for more than ten (10) days after written notice from Purchaseris otherwise ready, thenwilling and able to close, at Purchaser’s electionBuyer, Purchaser as its sole and exclusive remedy, may either (i) terminate this Agreement in its entirety by delivery of notice of termination to Sellers, whereupon the Deposit shall be immediately returned to Buyer and Buyer may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct, actual and documented out-of-pocket expenses and costs in connection with this transaction, which damages shall not exceed $250,000.00 in the aggregate, or (ii) continue this Agreement pending Buyer’s action for specific performance hereunder provided appropriate proceedings have been commenced by Buyer within sixty (60) days after the Closing Date and prosecuted with diligence and continuity; provided, however, if Purchaser has closed on specific performance is not available to Buyer solely because of a conveyance, financing or other encumbrance of the remaining Properties for which there has been no default allegedProperty by Seller in intentional and willful violation of this Agreement that results in the inability of Seller to consummate the transaction required by this Agreement in accordance with its terms (each, an “Affirmative Act”), then Buyer shall have the right to pursue actual damages against Seller as allowed under applicable law (but not consequential, special or punitive damages). Buyer may seek specific performance of the defaulting Seller’s obligations obligation to close on the sale of the Property pursuant to this Agreement or damages against Seller due to an Affirmative Act only if, as a condition precedent to initiating such litigation for specific performance or damages, Buyer shall (but x) not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action and (y) file suit therefor with the court on or inaction of Sellers taken in bad faith before the ninetieth (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (190th) day after the Closing Date. If Buyer fails to file an action for specific performance or damages due to an Affirmative Act within ninety (90) days after the Closing Date, then Buyer shall be deemed to have elected to terminate the Agreement in accordance with subsection (i) above. Buyer agrees that it shall promptly deliver to Seller an assignment of all of Buyer’s right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Seller pursuant to the first sentence of this Section, provided, however, that Buyer shall have no obligation to provide Sellers with copies of any market or feasibility studies or similar work product or financial analyses or any materials that are privileged, confidential, proprietary or attorney work product, and any materials provided shall be provided by Buyer to Sellers without any representation or warranty whatsoever as to accuracy, completeness or a Seller’s ability to use or rely upon the same. Nothing contained in this Section 15(b) shall be deemed to limit Buyer’s rights against Sellers by reason of the indemnity obligations of Sellers to Buyer set forth in this Agreement which shall survive the termination of the Agreement with respect to the Property or Properties in questionthis Agreement.

Seller Default. If a SellerThe term “Permitted Event” shall mean the occurrence of all of the following on the Closing Date: (1) Buyer shall be ready, prior willing and able to the Closing, defaults complete Closing in its representations, warranties, covenants, or obligations under accordance with this Agreement, including and (2) Seller, notwithstanding the foregoing, shall have refused to sell its Property as required by complete Closing in accordance with this Agreement and such refusal constituted a default continues on the part of Seller under this Agreement. Except upon the occurrence of a Permitted Event, Buyer agrees that it shall not (and hereby waives any right to) commence or maintain any action against Seller for more than ten (10) days after written notice from Purchaserspecific performance under this Agreement or for a declaratory judgment as to Buyer’s rights under this Agreement. Buyer further waives any right to file or assert any lis pendens against any portion of the Premises except in connection with an action for specific performance commenced and maintained by Buyer in accordance with this paragraph. If the only reason the sale of the Premises is not consummated is because of the occurrence of the Permitted Event, thenthen as its sole and exclusive remedy, at Purchaser’s election, Purchaser Buyer may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to terminate this Agreement in its entirety by delivery of notice of termination to Seller, whereupon the Deposit shall be immediately returned to Buyer (but not damagesin which case Buyer shall also be entitled to reimbursement for out-of-pocket due diligence costs and attorneys’ fees reasonably incurred by Buyer in connection with this Agreement, up to a maximum reimbursement of Thirty Five Thousand and 00/100 Dollars ($35,000.00); ), or (ii) give continue this Agreement pending Buyer’s action for specific performance hereunder provided appropriate proceedings are commenced by Buyer no later than thirty (30) days after the Closing Date originally scheduled hereunder and prosecuted with diligence and continuity. Notwithstanding the foregoing or anything set forth herein to the contrary, (x) the non-satisfaction of the closing condition set forth in Sections 12(a)(i) shall not be deemed to be a Termination Notice default by Seller hereunder except to Sellers’ Representative the extent caused by Seller’s failure to perform its obligation to cure Mandatory Cure Liens or any consensual mortgage or deed of Purchasertrust which have been executed by Seller, and (y) in the event of a failure of any such closing conditions, Buyer’s decision sole and exclusive remedy shall be to terminate this Agreement for the Properties for which there was such a defaultin its entirety by delivery of notice of termination to Seller, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of whereupon the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited immediately returned to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionBuyer.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, Purchaser may either (ia) if Purchaser has closed on subject to the remaining Properties for which there has been no default allegedConditions below, seek specific performance of the defaulting Seller’s obligations to deliver its Deed pursuant to this Agreement Contract (but not damages); , or (iib) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock Contract in its entirety with respect to the terminated both Properties (provided Sellers’ liability for such but not in part with respect to one Property). If this Contract is terminated, Purchaser shall recover the Deposit and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to Purchaser related to breaking third parties) in connection with the rate lock Properties, which damages shall not exceed $2,000,000 50,000 per Property. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow Agent in accordance with the aggregate regardless requirements of this Contract, including, without limitation, Section 5.3 (with the number exception of terminated PropertiesSection 5.3.1), and, if Sellers’ ; (ii) not otherwise be in default under this Agreement resulted from Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date. If this Contract is terminated in whole or in part, Purchaser agrees that it shall promptly deliver to each Seller an intentional action or inaction assignment of all of Purchaser’s right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect pursuant to the other remaining Propertiesforegoing sentence. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, including delivery of the Purchase Price thereforAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERS, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, regardless of the number of Sellers alleged to have defaulted hereunderCONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLERS FOR ANY BREACH BY A SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a (x) Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract or (y) Solana Seller, prior to the closing of the Solana Property, defaults in its covenants or obligations under the Solana Contract, including to sell the Solana Property as required by the Solana Contract, and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, Purchaser may either (ia) if Purchaser has closed on subject to the remaining Properties for which there has been no default allegedConditions below, seek specific performance of the defaulting Seller’s obligations to deliver the Deed pursuant to this Agreement Contract (but not damages); , or (iib) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for Contract. If this Contract is terminated, Purchaser shall recover the Properties for which there was such Deposit and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share refund of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminatedDeposit), an amount equal its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock Property, which damages shall not exceed $2,000,000 50,000. Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow Agent in accordance with the aggregate regardless requirements of this Contract, including, without limitation, Section 5.3 (with the number exception of terminated PropertiesSection 5.3.1), and, if Sellers’ ; (ii) not otherwise be in default under this Agreement resulted from Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date. If this Contract is terminated, then Purchaser agrees that it shall promptly deliver to Seller an intentional action or inaction assignment of Sellers taken all of Purchaser’s right, title and interest in bad faith and to (excluding any action or inaction a together with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect pursuant to the other remaining Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, including delivery of the Purchase Price thereforAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, regardless of the number of Sellers alleged to have defaulted hereunderCONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerSeller Party, prior to the Closing, Tenant or Guarantor defaults in the performance of its representationsobligations hereunder, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and should such default continues continue for more than a period of ten (10) days Business Days after the date on which said party receives Buyer’s written notice from Purchaserof default, thenthen Buyer may, at Purchaser’s election, Purchaser either waive such default and proceed to Closing in accordance with the terms and provisions hereof or may either in its sole discretion elect to (i) if Purchaser has closed on terminate this Agreement, whereupon Title Company shall return the remaining Properties for which there has been no default alleged, seek specific performance Deposit to Buyer and Seller Parties shall pay to Buyer all of the defaulting Seller’s obligations pursuant to out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement and the transaction contemplated hereby, including without limitation Buyer’s reasonable attorneys’ fees and expenses (but not damageswhich obligations shall survive such termination); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision , which return and payment shall operate to terminate this Agreement and release Seller Parties, Tenant, Guarantor and Buyer from any and all liability hereunder, except those which are specifically stated herein to survive any termination hereof, (ii) enforce specific performance of Seller Parties’, Tenant’s and Guarantor’s obligations hereunder, or (iii) by notice to Seller given on or before the Closing Date, extend the Closing Date for the Properties for which there was a period of up to thirty (30) days to permit Seller Parties, Tenant and Guarantor to remedy any such a default, proceed to Closing on the remaining Properties, and if such extension is given and the applicable default continues, Buyer shall continue to have all rights and remedies stated herein, at law or in equity. Notwithstanding the foregoing, in the event of a willful or intentional default of Seller shall pay to Purchaser an amount equal Parties, Tenant and/or Guarantor hereunder, Buyer shall, in addition to the Applicable Share of foregoing remedies, be permitted to pursue any and all rights and remedies available to Buyer at law or in equity. Buyer may exercise the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock foregoing remedies with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless all of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action Properties or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more anyone of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

Seller Default. If a As long as Purchaser is not then in material default of its covenants and obligations hereunder if Seller, prior to the Closing, materially defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement and such material default continues for more than ten (10) days after written notice from PurchaserPurchaser (it being acknowledged, however, that no such cure period shall be applicable to a default by Seller to deliver to Purchaser the deliveries specified under section 5.2 by Closing or sell the iStar Member Interests as required by this Contract on the Closing Date), then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations under this Contract, including, without limitation, to deliver the Membership Interests Assignment pursuant to this Agreement Contract (but not damages); ) or (iib) give a Termination Notice Purchaser may deliver written notice to Sellers’ Representative Seller of Purchaser’s decision to terminate this Agreement Contract, in which case this Contract shall terminate and be of no further force and effect subject to and except for the Properties for which there was Surviving Provisions. If Purchaser elects to seek specific performance in accordance with clause (a) in the immediately preceding sentence and subsequently receives a final judgement that such a defaultremedy is unavailable due to an act of Seller, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to reimburse Purchaser an amount equal to the Applicable Share (within ten (10) days of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to Seller’s receipt of Purchaser’s written notice and evidence of such costs) the actual third party out-of-pocket costs and expenses (including without limitation attorneys’ and consultants’ fees) incurred by Purchaser relating in connection with this Contract and/or the transaction contemplated hereby up to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for a maximum reimbursement of such out-of-pocket costs to Purchaser related to breaking the rate lock shall not exceed of $2,000,000 250,000 in the aggregate regardless aggregate. Purchaser may seek specific performance of Seller’s obligations under this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Closing deliveries (other than the number Purchase Price) to Escrow Agent in accordance with the requirements of terminated Properties)this Contract, andincluding, if Sellers’ without limitation, Section 5.3; (ii) not otherwise be in material default under this Agreement resulted from an intentional action Contract; and (iii) file suit therefor with the court on or inaction of Sellers taken in bad faith before ninety (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender90) that causes one (1) or more of days after the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of all Purchaser Closing deliveries (other than the Purchase Price thereforPrice) to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, and Sellers have been afforded notice and Section 5.3; if Purchaser fails to file an opportunity to cure as provided above but have failed to so cure). The amount of action for specific performance within ninety (90) days after the Termination Fee that may be collected by Closing Date, then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with Section 10.2(b) above. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the DepositSELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on DepositAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS PRIOR TO CLOSING OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT PRIOR TO CLOSING. THE IMMEDIATELY PRECEDING SENTENCE SHALL SURVIVE THE TERMINATION OF THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY SELLER OR PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH SELLER AND PURCHASER SPECIFICALLY WAIVES, FROM THE OTHER FOR ANY BREACH BY SELLER AND PURCHASER, OF THEIR RESPECTIVE REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. THE IMMEDIATELY PRECEDING SENTENCE SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY. NOTHING IN THIS SECTION 10.2 IS INTENDED TO LIMIT SELLER’S OBLIGATIONS OR LIABILITIES UNDER SECTIONS 6.2, 7.6 OR 7.7 HEREUNDER.

Seller Default. If a SellerIf, prior to the consummation of the Closing, Seller (a) defaults on its obligations hereunder to deliver to Escrow Agent the deliveries as required pursuant to the terms of Section 5.2 or to consummate the Transactions on the Closing Date, or (b) defaults in any material respect on any of its other representations, warranties, covenants, warranties or obligations under this AgreementAgreement (and, including to sell its Property as required by this Agreement only in the case of the Seller’s Representations, the closing condition set forth in Section 8.1.2 is not satisfied), and such default continues for more than ten (10) until the earlier of the Closing Date and 20 days after written notice from PurchaserPurchaser (each, a “Seller Default”), then, at Purchaser’s electionelection and as Purchaser’s exclusive remedy, Purchaser may either (i) if Purchaser has closed on terminate this Agreement, and the remaining Properties for which there has been no default allegedDeposit shall be returned to Purchaser, or (ii) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to consummate the Transactions pursuant to and in accordance with this Agreement (but not damageswithout seeking or collecting any Damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate . In the event that Purchaser terminates this Agreement for pursuant to clause (i) of the Properties for which there was such preceding sentence as a defaultresult of Seller’s knowing, proceed to Closing on the remaining Propertiesintentional and willful actions, and the applicable then Seller shall pay to the Purchaser an amount equal to Purchaser’s Expenses within ten (10) Business Days following such termination. Purchaser may seek specific performance of Seller’s obligation to close on the Applicable Share sale of the Property pursuant to this Agreement only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (x) not otherwise be in default under this Agreement; and (y) file suit therefor with the court on or before the date that is one hundred twenty (120) days after the Closing Date. If Purchaser fails to file an action for specific performance within one hundred twenty (120) days after the Closing Date, then Purchaser shall be deemed to have elected to terminate this Agreement and receive a return of the Deposit for the terminated Propertiesin accordance with subsection (i) above. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER HEREUNDER AND BOTH AT LAW AND IN EQUITY, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)ARISING FROM OR RELATED TO A BREACH BY SELLER COVERED BY THE FIRST SENTENCE OF THIS SECTION 10.2. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerSeller (i) defaults on its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Closing defaults in on its representations, warranties, covenants, covenants or obligations under this Agreement, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction (including, but not limited to, the Loan Assumption and Release), which there has been no default allegeddamages shall not exceed $100,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to close on the sale of the Property pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (x) not otherwise be in default under this Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (iia) give a Termination Notice above. Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share foregoing sentence without representation or warranty of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock any kind with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)items. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, andAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesCONSEQUENTIAL, including delivery of the Purchase Price thereforPUNITIVE, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, Seller defaults in the observance or performance of its representationscovenants and obligations hereunder, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten the greater of five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, then Buyer shall be entitled either, at Buyer’s option, (i) without waiving the right to elect the option to Terminate this Agreement, to sxx Seller for specific performance of this Agreement, but only if such suit is filed within one hundred eighty (180) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance occurrence of the defaulting Seller’s obligations alleged default, unless Buyer is legally precluded from bringing such suit pursuant to this Agreement (but not damages); bankruptcy law requirements within such one hundred eighty day period or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for which there was such a default, proceed delivery to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result notice of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser Buyer shall be entitled to execute on all of its out-of pocket costs (including legal fees) incurred in connection with the Guaranty for transactions contemplated by this Agreement payable within five (5) days of demand; provided however that Buyer shall not be able to recover any of its out-of-pocket costs (including legal fees) to the Applicable Share extent Seller fails or is unable to deliver any Ground Lease Estoppel Certificate pursuant to Paragraph 6.2 so long as such failure or inability is not due to any fault of Seller. Buyer’s rights to so Terminate this Agreement or sxx for specific performance are Buyer’s sole and exclusive remedies hereunder in the Deposit, Return on Depositevent of a default hereunder by Seller, and Termination Fee if Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the same are express provisions of this Agreement), including, but not returned within one limited to: (1) day after termination any right to sxx for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within such the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Agreement with respect to Property. The provisions of this Paragraph 12.2 shall survive the Property or Properties in questiontermination hereof.

Seller Default. If a Seller, prior In the event the Closing does not occur because Seller fails to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s perform any material obligations pursuant to this Agreement for any reason, which is not cured by Seller within five (but not damages5) Business Days after notice from Buyer to Seller ("Seller Default") (with the Closing Date extended as may be necessary to accommodate such cure period); , then Buyer may (i) pursue any right or remedy available to it under applicable law or in equity to specific enforce this Agreement and to recover from Seller any reasonable out-of-pocket costs incurred by Buyer in connection with such enforcement action, plus to the extent the default or breach by Seller was intentional or willful, recover any and all damages arising out of such intentional or willful default or (ii) give a Termination Notice terminate this Agreement and receive back the Deposit and to Sellers’ Representative recover from Seller an amount to compensate Buyer for its out-of-pocket costs incurred in connection with this Agreement, including Due Diligence costs, costs, losses and damages incurred to obtain financing, costs incurred pursuing joint ventures, costs of Purchaser’s decision foregoing other business opportunities, and attorneys' fees in an amount not to exceed Fifty Thousand Dollars ($50,000.00). Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate this Agreement if Buyer fails to deliver to Seller notice of its intent to assert a cause of action for specific performance against Seller on or before sixty (60) days following the Properties for which there was such a defaultscheduled Closing Date, proceed as same may have been extended pursuant to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share any term of this Agreement or written agreement of the Deposit for parties or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the terminated PropertiesCounty within ninety (90) days following the scheduled Closing Date, Return on Deposit on the Applicable Share amount (or credit the as same may have been extended pursuant to Purchaser against the Base Purchase Price for the other Properties for which any term of this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless or written agreement of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)parties. The amount of the Termination Fee that may be collected by Purchaser Buyer's remedies shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties those described in questionthis Section 7.2.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver its Deed pursuant to this Agreement Contract (but not damages); , or (iib) Purchaser may give a Termination Notice to Sellers’ Representative Sellers of Purchaser’s decision to terminate this Agreement for the Properties for which there was such Contract and receive a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share return of the Deposit for from the terminated PropertiesEscrow Agent, Return on Deposit on less the Applicable Share amount Independent Contract Consideration (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal Escrow Agent shall deliver to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ such default under this Agreement resulted from an intentional action or inaction is a willful breach by Seller of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses its obligations to take in response sell the Property and specific performance is not available to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely Purchaser as a result of such action or inactionthereof, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement may recover, as its sole recoverable damages other than with respect to the other remaining Properties, including delivery fraud (but without limiting its right to receive a refund of the Purchase Price thereforDeposit (less the Independent Contract Consideration)), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties), not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (exclusive of the cost of any due diligence reports that are delivered to Sellers have been afforded notice and an opportunity upon payment therefor pursuant to cure as provided above but have failed to so curethe terms of the Limited Access Agreement). The amount Purchaser may seek specific performance of a defaulting Seller’s obligation to deliver its Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (a) be ready, willing and able to proceed to Closing but for Seller’s failure to convey the Termination Fee that may be collected by Properties and complete the Closing in accordance with the terms of this Contract and (b) file suit therefor with the court on or before the sixtieth (60th) day after the date from which Closing would have occurred; if Purchaser fails to file an action for specific performance within such time period, then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with Section 10.2(b) above. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the DepositSELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on DepositAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERS, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER OR SELLERS SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER AND EACH SELLER SPECIFICALLY WAIVES, FOR ANY BREACH BY THE OTHER PARTY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT OR ANY CLOSING DOCUMENT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller (x) defaults in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of such Seller’s Property on the Closing Date, (y) prior to the Closing, defaults in its representations, warranties, covenants, other covenants or obligations under this Agreement, including Contract (other than such Seller’s obligation to sell close on the sale of its Property as required by this Agreement on the Closing Date) or (z) prior to Closing, breaches a Seller’s Representation which breach is intentional and such default continues for more than ten (10) days after written notice from Purchaserwillful, then, provided that Purchaser is not in default under this Contract, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, Purchaser may either (ia) if Purchaser has closed on subject to the remaining Properties for which there has been no default allegedConditions below, seek specific performance of the defaulting Seller’s obligations to deliver its Deed pursuant to this Agreement Contract (but not damages); , or (iib) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining PropertiesContract, and all payments and things of value, including the applicable Seller Deposit, provided by Purchaser hereunder shall pay be returned to Purchaser an amount equal and Purchaser may recover, as its sole recoverable damages (but without limiting its right to the Applicable Share receive a refund of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminatedDeposit), an amount equal its direct and actual out-of-pocket expenses and costs (documented by paid invoices to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock parties) in connection with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock this transaction, which damages shall not exceed $2,000,000 100,000 in aggregate. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the aggregate regardless of the number of terminated Properties)Deed pursuant to this Contract only if, andas a condition precedent to initiating such litigation for specific performance, if Sellers’ Purchaser shall (i) not otherwise be in default under this Agreement resulted from Contract and (ii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of for specific performance within 90 days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with this Section 10.2. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the DepositSELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on DepositAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERS, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLERS FOR ANY BREACH BY A SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $100,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Sections 2.2.3 and 5.3 (with the exception of Section 5.3.1); or (ii) give a Termination Notice not otherwise be in default under this Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to Sellers’ Representative file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall promptly deliver to Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerIf, prior to the at or before Closing, defaults (i) Seller is in default of any of its representations, warranties, covenantsobligations hereunder, or (ii) any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations under this Agreementhereunder in a prompt and timely manner, including to sell its Property as required by this Agreement and any such default circumstance described in any of clauses (i), (ii) or (iii) continues for more than ten five (105) days Business Days after written notice from PurchaserBuyer to Seller (except that if the default is as to Seller’s failure to remove a Required Removal Exception as of Closing, thenthe period “five (5) Business Days” shall be “one (1) Business Day”), at Purchaser’s electionwhich written notice shall detail such default, Purchaser may either untruth or failure, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (ia) if Purchaser has closed on terminate this Agreement by written notice to Seller, promptly after which any Deposit shall be returned to Buyer and, thereafter, the remaining Properties parties shall have no further rights or obligations hereunder except for obligations which there has been no default allegedexpressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction, or (c) seek specific performance of this Agreement by Seller. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days after the defaulting occurrence of Seller’s obligations pursuant default. Buyer agrees that its failure to this Agreement timely commence such an action for specific performance within such ninety (but not damages); 90) day period shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or (ii) give record a Termination Notice to Sellers’ Representative notice of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share lis pendens or notice of pendency of action or similar notice against any portion of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. If a Seller, prior Seller refuses or fails to consummate the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required transactions contemplated by this Agreement and such default continues for more any reason other than ten (10) days after written notice from Purchaser, then, at Purchaser’s electiondefault or the permitted termination of this Agreement as herein expressly provided, Purchaser may shall be entitled, as its sole remedy, either (ia) if Purchaser has closed on to receive the remaining Properties for which there has been no default alleged, seek specific performance return of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision Deposit with interest, which return shall operate to terminate this Agreement for and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller’s obligation to execute the Properties for which there was such a defaultdocuments required to convey the Property to Purchaser, proceed to Closing on it being understood and agreed that the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share remedy of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock specific performance shall not exceed $2,000,000 be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the aggregate regardless event of the number of terminated Properties), and, if Sellers’ Seller’s default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled deemed to execute have elected to terminate this Agreement and receive back the Deposit if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in Suffolk County, Massachusetts, on or before thirty (30) days following the Guaranty date upon which Closing was to have occurred. In no event shall Seller or any Seller Party have any personal liability in connection with this Agreement or the transactions contemplated hereby. The representations and warranties of Seller as contained in this Agreement shall survive for a period of nine (9) months from and after the Closing Date. If Purchaser becomes aware of any breach and/or violation of any of Seller’s representations and warranties prior to Closing and Purchaser fails to give Seller notice thereof and/or proceeds to Closing with such knowledge, Purchaser is deemed to have waived any such breach and/or violation. If Purchaser commences any action(s) to enforce any alleged breach and/or violation of any of the Applicable Share representations and/or warranties of Seller as set forth in this Agreement of which Purchaser becomes aware after Closing, then Purchaser’s sole remedy shall be to seek recovery of its actual damages (but not special, consequential, speculative, punitive or other damages, all of which are waived by Purchaser), provided, in no event may the Depositamount of such damages, Return on Deposit, and Termination Fee if in the same are not returned within one aggregate (1) day after termination of the Agreement with respect to any and all such breaches and/or violations for all of the Property Property) exceed Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Cap”), unless such breach or Properties violation is due to Seller’s fraud or intentional misrepresentation. Notwithstanding the foregoing, Seller shall not have any liability for cure of Seller’s breach and/or violation of Seller’s representations and warranties hereunder, whether before or after Closing, unless and until the aggregate amount of claims by Purchaser as a result of all breaches and violations of Seller exceeds Twenty-Five Thousand and No/100 ($25,000.00) (the “Basket”), in questionwhich case Seller’s liability shall be limited to amounts in excess of the Basket.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement and Contract and, other than with respect to Seller’s obligation to sell the Property as required by this Contract, such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Seller shall pay to Purchaser, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $50,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver the total Purchase Price and all Purchaser Closing documents to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Sections 2.2.3 and 5.3; or (ii) give a Termination Notice not otherwise be in default under this Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to Sellers’ Representative file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall promptly deliver to Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, Seller defaults in the performance of its representationsobligations hereunder and or under the OTA, warrantiesand should such default continue for a period of ten (10) business days after the date on which Seller receives Buyer’s written notice of default, covenantsthen Buyer may, either waive such default and proceed to Closing in accordance with the terms and provisions hereof or obligations under may in its sole discretion elect to (i) terminate this Agreement, including whereupon Title Insurer shall return the Xxxxxxx Money to sell its Property as required Buyer and Seller shall reimburse Buyer and New Operator for the lesser of: (A) Buyer’s and New Operator’s actual out-of-pocket costs incurred in connection with the transactions contemplated by this Agreement and such default continues for more than ten (10) days after written notice from Purchaserthe OTA, thenincluding without limitation, at Purchaser’s electiontitle insurance company charges, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default allegedthird-party reports, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages)and reasonable attorneys’ fees and expenses; or (iiB) give a Termination Notice to Sellers’ Representative the sum of Purchaser’s decision One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (which obligations shall survive such termination), which return and payment shall operate to terminate this Agreement and release Seller and Buyer from any and all liability hereunder, except those which are specifically stated herein to survive any termination hereof, (ii) enforce specific performance of Seller’s obligations hereunder and Operator’s obligations under the OTA (as a third-party beneficiary thereof), or (iii) by notice to Seller given on or before the Closing Date, extend the Closing Date for the Properties for which there was a period of up to thirty (30) days to permit Seller to remedy any such a default, proceed and if such extension is given and Seller’s default continues, Buyer shall continue to Closing on have all rights and remedies stated herein, at law or in equity. Notwithstanding the remaining Propertiesforegoing, and in the applicable event of a willful or intentional default of Seller shall pay to Purchaser an amount equal hereunder, Buyer shall, in addition to the Applicable Share of foregoing remedies, be permitted to pursue any and all rights and remedies available to Buyer at law or in equity. Buyer may exercise the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock foregoing remedies with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless all of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action Properties or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more anyone of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

Seller Default. If a SellerSeller (i) defaults on its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Closing defaults in on its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to close on the sale of the Property pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (x) not otherwise be in default under this Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (iia) give a Termination Notice above. Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount AND SHALL BE PURCHASER’S EXCLUSIVE REMEDIES AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. (or credit the same PURCHASER’S REMEDIES AS TO DEFAULTS WITH RESPECT TO SELLER’S REPRESENTATIONS ARE ADDRESSED IN SECTION 6.3 AND SECTION 9.1 ABOVE.) UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY. Nothing herein shall preclude Purchaser from recovering prevailing party attorneys fees and costs pursuant to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionSection 13.16 below.

Seller Default. If a SellerSeller (i) defaults on its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Closing defaults in on its representations, warranties, covenants, covenants or obligations under this Agreement, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $100,000.00 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller's obligation to close on the defaulting Seller’s obligations sale of the Property pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser may seek specific performance of Seller's obligation to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing close on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share sale of the Deposit Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for the terminated Propertiesspecific performance, Return on Deposit on the Applicable Share amount Purchaser shall (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has x) not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith for specific performance within ninety (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender90) that causes one (1) or more of days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller an assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, Seller defaults in the observance or performance of its representations, warranties, covenants, or covenants and obligations hereunder (other than any breach of any of Seller’s representations and warranties under this Agreement, including to sell its Property as required by this Agreement the exclusive remedies for which are in Section 8.3), and such default continues for more than ten five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, Buyer shall be entitled either, at Buyer’s option, (i) without waiving the right to elect the option to Terminate this Agreement, to xxx Seller for specific performance of this Agreement, but only if such suit is filed within sixty (60) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance occurrence of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); alleged default, or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for delivery to Seller of notice of such termination and to receive the Deposit from Escrow Agent, following which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser also reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement in an amount equal up to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount $250,000.00 (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminatedobligation shall survive such termination), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock . Except with respect to the terminated Properties (provided Sellers’ any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Buyer’s rights to so Terminate this Agreement or xxx for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 specific performance, are Buyer’s sole and exclusive remedies hereunder in the aggregate regardless event of default hereunder by Seller, and Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the number express provisions of terminated Propertiesthis Agreement), andincluding, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one but not limited to: (1) any right to xxx for damages, or more (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within such the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. If In the event of either (i) a Seller, prior to the Closing, defaults in material default by Seller of its representations, warranties, covenants, or obligations under this Agreement, including or (ii) a default by Seller in its obligation to sell the Membership Interests at Closing in accordance with the terms herein (in either case, a “Material Default”), in each case where Buyer is ready, willing and able to proceed to Closing, then the following provisions shall apply. If the applicable Material Default pertains to a matter or condition that relates to the Property or the Acquired Companies as a whole or materially adversely affects the value of the Property or the Acquired Companies as a whole, then Buyer, as its Property as required by this Agreement sole and such default continues for more than ten (10) days after written notice from Purchaserexclusive remedy, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on terminate this Agreement by delivery of notice of termination to Seller, whereupon subject to the remaining Properties for which there has been no default allegedterms, seek specific performance conditions and procedures of the defaulting Seller’s obligations pursuant Escrow Agreement, the Deposit shall be immediately returned to this Agreement Buyer and if such Material Default is due to the intentional default by Seller (but in no event due to failure of any condition to Closing not damagescaused by a default by Seller); , Seller shall reimburse Buyer for its documented reasonable out of pocket costs and expenses incurred by Buyer in the negotiation of this Agreement, conducting its diligence activities and otherwise in preparation for the Closing up to the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) (excluding indemnification obligations, and attorneys’ fees incurred in connection with a claim where a court of competent jurisdiction makes a final non-appealable judgment that Seller committed fraud under this Agreement) in the aggregate for all such costs and expenses (“Pursuit Costs”), or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate continue this Agreement and bring an action for specific performance hereunder provided appropriate proceedings are promptly commenced by Buyer and prosecuted with diligence and continuity; provided that if specific performance is not a remedy available to Buyer due to Seller’s sale or conveyance of the Membership Interests or any portion of the Property to a third party in violation of this Agreement, Buyer and its Affiliates shall have all remedies available to it at law or equity. Notwithstanding anything herein to the contrary, in no event shall Buyer have the right (and Buyer hereby waives any right to) file or assert any lis pendens against any Parcel of the Real Property. In the event of any termination of this entire Agreement by Buyer pursuant to this Section 14(b), then, upon the return of the Deposit to Buyer and, if applicable, reimbursement to Buyer of its out of pocket costs, this Agreement shall be and become null and void, neither party shall have any further rights or obligations hereunder (except for the Properties for obligations of Buyer and Seller that expressly survive termination as set forth in this Agreement, which there was such shall survive the cancellation of this Agreement). If the applicable Material Default pertains to a defaultmatter or condition that relates solely to one or more particular Parcels, then Buyer shall have the right, as its sole and exclusive remedy, to either (i) proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties affected Parcel(s) without any reduction in Purchase Price, or (provided Sellers’ liability for such costs ii) designate the affected Parcel or Parcels as Excluded Parcels pursuant to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated PropertiesSection 5(a), andsubject to the Excluded Parcel Cap and in such event, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any LenderSection 5(c) that causes one shall apply. If (1) the Excluded Parcel Cap has been met (and the parties do not mutually agree to increase the Excluded Parcel Cap), (2) neither party has designated the affected Parcel or more of Parcels as Excluded Parcels in accordance with the Closings not immediately preceding sentence, then such Material Default shall be deemed to occur solely affect the Properties or the Acquired Companies as a result of such action or inaction, a termination fee of $8,000,000 (whole and the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided applicable remedies set forth above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionapply.

Seller Default. If a SellerIn the event Seller shall: (a) fail to sell, transfer and assign the Property to Purchaser in violation of the terms of this Agreement, and/or (b) breach on or prior to Closing any other obligation or covenant made or granted by Seller under this Agreement, which breach is not cured within five (5) business days after receipt of written notice from Purchaser, then Purchaser shall, as its sole and exclusive remedy, be entitled at any time prior to Closing to either (i) declare this Agreement to be to terminated by giving notice of such termination to Seller (with a copy to the Escrow Agent) and thereupon neither party shall have any further rights, duties or obligations hereunder except as otherwise provided herein; or (ii) provided an action is filed within thirty (30) days following the original scheduled Closing Date, enforce specific performance of the obligations of Seller hereunder to consummate the purchase of the Property hereunder. Purchaser specifically waives any and all right to consequential or punitive damages or any other damages beyond actual damages. If Seller breaches a representation or warranty under Section 5.2 of this Agreement, Purchaser may only bring a claim for actual damages. If, after Closing, defaults Seller is in its representations, warranties, covenants, default of one or more of Seller’s obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten a period of five (105) business days after written notice from Purchaser, then, at Purchaser’s electionnotice, Purchaser may either (ia) if Purchaser has closed on pursue a claim for actual damages only and any such claim shall be subject to the remaining Properties terms and provisions of Section 5.3 of this Agreement, or (b) pursue an action for which there has been no default alleged, seek specific performance of the defaulting Seller’s post-closing obligations pursuant of Seller hereunder. Purchaser specifically waives any and all right to this Agreement consequential or punitive damages, or any other damages beyond actual damages. If Purchaser does not notify Seller of a default or misrepresentation as to which it has knowledge as of the Closing and elects to consummate the Closing, then (but not damages); x) the default or misrepresentation shall be treated as waived by Purchaser and (iiy) give a Termination Notice at Closing, Purchaser shall be deemed to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for have accepted the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal Property subject to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (default or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 misrepresentation without any reduction in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount without any Claims against Seller on account of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property default or Properties in questionmisrepresentation.

Seller Default. If a SellerIf, prior to the Closing, defaults a Seller materially breaches or fails to perform any of its covenants herein in its representationsany material respect, warrantiesand such breach or failure shall continue for a period of fifteen (15) Business Days after written notice thereof from Purchaser specifying to which Facility the default applies and the specific nature of the default, covenantsthen, or obligations under provided that Purchaser is not then in material breach of any provision of this Agreement, including to sell its Property Purchaser shall have the right, as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s electionsole and exclusive (except to the extent caused by any acts or omissions constituting fraud by Sellers or Parent Guarantor) remedy at law, Purchaser may either in equity or otherwise (ia) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek to file an action to obtain specific performance of the defaulting such Seller’s obligations pursuant obligation to perform in accordance with this Agreement (to the extent available), or (b) to declare this Agreement terminated as to all (but not damages); or less than all) of the Facilities and receive, as fixed, agreed and liquidated damages and not as a penalty, a return of the Deposit (iiplus any accrued interest thereon) give a Termination Notice plus Purchaser’s Reimbursable Transaction Costs up to Sellers’ Representative the Reimbursement Cap. Upon such return of the Deposit and payment by Sellers of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a defaultReimbursable Transaction Costs, proceed to Closing on the remaining Properties, (c) all rights and the applicable Seller shall pay to obligations of Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default and Sellers under this Agreement resulted from an intentional action shall expire, except for such provisions as expressly survive the expiration or inaction the termination hereof; and (d) Purchaser hereby waives any and all rights to damages in excess of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect Purchaser’s Reimbursable Transaction Costs up to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionReimbursement Cap.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $50,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow Agent in accordance with the requirements of Section 5.3 (with the exception of Section 5.3.1); or (ii) give a Termination Notice not otherwise be in default under this Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to Sellers’ Representative file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall promptly deliver to Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $50,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) not otherwise be in default under this Contract; or and (ii) give a Termination Notice file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to Sellers’ Representative file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall promptly deliver to Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, Seller defaults in the observance or performance of its representations, warranties, covenantscovenants and obligations hereunder, or obligations if Seller breaches any of its representations and warranties under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten the greater of five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, or the expiration of other applicable cure periods set forth in this Agreement, then Buyer shall be entitled either, at Buyer’s option, (i) without waiving the right to elect the option to Terminate this Agreement, to xxx Seller for specific performance of this Agreement, but only if such suit is filed within ninety (90) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance occurrence of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); alleged default, or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for which there was such a default, proceed delivery to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result notice of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser Buyer shall be entitled to execute on the Guaranty for any return of the Applicable Share Deposit and Seller shall pay Buyer the reasonable costs actually incurred by Buyer in connection with its investigation and efforts to purchase the Property, including, without limitation, actual reasonable fees and costs of counsel and consultants but in no event shall such costs payable by Seller to Buyer exceed $200,000. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Buyer’s rights to so Terminate this Agreement or xxx for specific performance, are Buyer’s sole and exclusive remedies hereunder in the Deposit, Return on Depositevent of default hereunder by Seller, and Termination Fee if Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the same are express provisions of this Agreement), including, but not returned within one limited to: (1) day after termination any right to xxx for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within such the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. If a Seller, prior to the Closing, Seller defaults in the observance or performance of its representations, warranties, covenants, covenants and obligations hereunder or obligations if Seller breaches any of its representations and warranties under this Agreement, including to sell its Property as required by this Agreement and such default or breach continues for more than ten five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, Buyer shall be entitled either, at Buyer’s option, (i) without waiving the right to elect the option to Terminate this Agreement, to xxx Seller for specific performance of this Agreement, but only if such suit is filed within sixty (60) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance occurrence of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); alleged default, or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for which there was delivery to Seller of notice of such a default, proceed termination and to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of receive the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), andfrom Escrow Agent plus, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely Buyer terminates as a result of such action or inactiona Seller default (other than a breach of a Seller representation and warranty), a termination fee of Seller shall also be obligated to reimburse Buyer’s actual out-of-pocket cost and expenses not to exceed $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement 150,000. Except with respect to the other remaining Propertiesany right, obligation or liability which survives Closing or termination of this Agreement, including delivery any indemnification provisions set forth in this Agreement, Buyer’s rights to so Terminate this Agreement or xxx for specific performance, are Buyer’s sole and exclusive remedies hereunder in the event of the Purchase Price therefordefault hereunder by Seller, and Sellers have been afforded notice Buyer hereby waives, relinquishes and an opportunity releases any and all other rights and remedies (except any that survive Closing or termination pursuant to cure as provided above the express provisions of this Agreement), including, but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be not limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one to: (1) day after termination any right to xxx for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within such the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. 11.1.1 If a SellerSeller breaches its obligation to consummate the Closing hereunder, then Purchaser’s sole and exclusive remedy shall be either to (i) terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing, defaults in its representationswhich event the Deposit shall be returned to Purchaser, warrantiesand after the return to Purchaser of the Deposit, covenants, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues except for more than ten (10) days after written notice from Purchaserany obligations that expressly survive termination, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give specifically enforce this Agreement (but, except as expressly provided below, no other action, for damages or otherwise, shall be permitted); provided that any action by Purchaser for specific performance must be commenced, if at all, within forty-five (45) days of Seller’s breach, the failure of which shall constitute a Termination Notice waiver by Purchaser of such right and remedy; and provided further that, notwithstanding anything in this Agreement to Sellers’ Representative the contrary, in the event that such default is an intentional, willful breach of this Agreement by Seller then Seller shall also be obligated to reimburse Purchaser for the actual third-party out-of-pocket costs and expenses incurred by Purchaser in connection with its negotiation of this Agreement, in connection with its assumption of the Metropolitan Loan, including any application or other fees or expenses paid or reimbursed to Metropolitan, and in connection with Purchaser’s decision due diligence review of the Property, in an aggregate amount up to, but not to exceed, $250,000.00 (which reimbursement obligation shall survive any termination of this Agreement). For purposes of this Agreement, an action shall be deemed to have been “commenced” if a complaint has been filed in a court of competent jurisdiction and the defendant has been served within such time period. If Purchaser shall not have commenced an action for specific performance within the aforementioned time period or so notified Seller of its election to terminate this Agreement, Purchaser’s sole and exclusive remedy shall be to terminate this Agreement in accordance with clause (i) above, and this Agreement shall automatically terminate and be of no further force or effect (except for any obligations that expressly survive termination) on the Properties for which fiftieth (50th) day after the scheduled Closing Date. If there was such is a default, proceed failure in any material respect of any condition precedent to Closing on hereunder, as set forth in Section 8.1 hereof (except as otherwise specifically provided to the remaining Propertiescontrary in this Agreement), and such failure is not remedied within the applicable Seller shall pay to Purchaser an amount equal time periods specified in Section 8.1, then (except as otherwise specifically provided to the Applicable Share of contrary in this Agreement) Purchaser’s sole and exclusive remedy shall be to terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing, in which event the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same shall be returned to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses after the return to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Depositneither Seller nor Purchaser will have any further rights or obligations under this Agreement, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionexcept for any obligations that expressly survive termination.

Seller Default. If In the event that Seller breaches any of its representations or warranties or fails to perform any of its covenants in any material respect, other than a failure to consummate the Closing or a failure to satisfy a condition precedent to Closing, as set forth in Section 8.1 hereof, and such breach or failure continues for a period of ten (10) Business Days after notice thereof from Purchaser, then Purchaser shall be required to proceed to Closing notwithstanding such breach, Purchaser hereby waiving any right to terminate this Agreement on account of any such breach by Seller, prior and Purchaser’s sole and exclusive remedy shall be the right to pursue a claim against Seller for Purchaser’s actual monetary damages resulting from such breach, which may in no event exceed the sum of Ten Million Dollars ($10,000,000); provided that, notice of any such claim must be given within one (1) year following the Closing, defaults and Purchaser shall be deemed to have waived any claim of breach of which Purchaser has knowledge as of Closing if Purchaser has not provided notice thereof to Seller (and an opportunity to cure) prior to Closing as provided in this Section 11.1. If Seller breaches its representationsobligation to consummate the Closing hereunder or there is a failure in any material respect of any condition precedent to Closing hereunder, warrantiesas set forth in Section 8.1 hereof, covenantsand such failure is not remedied within the time periods specified in Section 8.1, then Purchaser’s sole and exclusive remedy shall be to terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing, in which event the Deposit shall be returned to Purchaser, and, after the return to Purchaser of the Deposit, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, including except for any obligations that expressly survive termination, and Purchaser shall have the right to sell its Property as required by this Agreement and such default continues seek monetary damages to compensate Purchaser for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s electionactual out-of-pocket costs and expenses incurred in connection with its evaluation and contemplated purchase of the Property, in an amount which shall in no event exceed the sum of Five Hundred Thousand Dollars ($500,000). In no event whatsoever shall Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek be entitled to specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not or any damages); , rights or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable remedies against Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionany default of Seller hereunder, a termination fee other than as specifically set forth in this Section 11.1. BPLP, by its execution of $8,000,000 (this Agreement, hereby guaranties the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty Seller for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect claim pursuant to the Property or Properties in questionthis Section 11.1.

Seller Default. If a SellerIn the event Seller breaches or fails, prior without legal excuse, to complete the Closing, defaults in sale of the Property or to perform its representations, warranties, covenants, or material obligations under this AgreementAgreement to be performed prior to Closing, including to sell Buyer may, as its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchasersole remedy therefor, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek enforce specific performance against Seller of the defaulting Seller’s obligations pursuant obligation to this Agreement (but not damages); convey to Buyer such titled to the Property as is then held by Seller, or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement and receive a return of the Deposit (provided Seller has been given written notice and a reasonable opportunity to cure the breach or failure). If Buyer has not filed a claim for specific performance in a court of competent jurisdiction within sixty (60) days following the Properties scheduled date for which there was such a defaultClosing, Buyer irrevocably shall be deemed to have elected to proceed under clause (ii) above. Notwithstanding anything to Closing on the remaining Propertiescontrary contained in this Agreement, Buyer agrees that its recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Buyer (including without limitation all agreements, documents, certificates and instruments delivered at Closing), or under any law applicable to the Property or this transaction, shall be strictly limited to Seller’s interest in the Property (or upon consummation of the transaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller), and that in no event shall Buyer seek or obtain any recovery or judgment against any of Seller’s other assets (if any) or against any of Seller’s partners or members (or their constituent partners or members) or any director, officer, employee or shareholder of any of the applicable foregoing. Buyer agrees that Seller shall pay have no liability to Purchaser Buyer in respect of Seller’s covenants, indemnities, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer (including without limitation all agreements, documents, certificates and instruments delivered at Closing), or under any law applicable to the Property or this transaction, unless the valid claims for all such matters collectively aggregate more than Fifty Thousand and No/100 Dollars ($50,000.00), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller in respect of Seller’s covenants, indemnities, representations and warranties hereunder and under any other agreement, document, certificate or instrument delivered by Seller to Buyer (including without limitation all agreements, documents, certificates and instruments delivered at Closing), and under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages not in excess of an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount Six Hundred Twenty Four Thousand Three Hundred Seventy Five and No/100 Dollars (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender624,375.00) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price thereforin the aggregate for all such claims collectively, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser in no event shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall Buyer be entitled to execute on the Guaranty for seek or obtain any other damages of the Applicable Share any kind, including, without limitation, consequential, indirect or punitive damages. The provisions of the Deposit, Return on Deposit, and Termination Fee if the same this grammatical paragraph are not returned within one (1) day after termination of intended to derogate from the Agreement with respect to additional limitations placed on Seller’s pre-Closing liability under the Property preceding grammatical paragraph or Properties elsewhere in questionthis Agreement.

Seller Default. If a SellerSeller (i) defaults on its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Closing defaults in on its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $300,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to close on the sale of the Property pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (x) not otherwise be in default under this Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (iia) give a Termination Notice above. Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share first sentence of the Deposit for the terminated Propertiesthis Section. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerSeller defaults on its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required by the terms of this Agreement or, prior to the Closing, defaults in any material respect with respect to any of its representations, warranties, covenants, or obligations covenants under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from PurchaserPurchaser (each, thena “Seller Default”), at Purchaser’s electionthen Purchaser shall have the right to (a) terminate this Agreement and the Deposit shall be returned to Purchaser and Seller shall reimburse Purchaser for any out-of-pocket costs and expenses (not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (in the aggregate) incurred by Purchaser and/or any Affiliates thereof (or their indirect and indirect members, Purchaser may either partners or shareholders) in connection with this Agreement (iincluding the negotiation hereof) if Purchaser has closed on and/or any of the remaining Properties for which there has been no default allegedTransactions, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to consummate the Transactions pursuant to this Agreement. Purchaser may seek specific performance of Seller’s obligation to close on the sale of the Properties pursuant to this Agreement only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (but x) not damages); otherwise be in default under this Agreement, and (y) file suit therefor with the court on or (ii) give a Termination Notice before the 45th day after the delivery of written notice of the default. If Purchaser fails to Sellers’ Representative of Purchaser’s decision file an action for specific performance within such 45 day period, then Purchaser shall be deemed to have elected to terminate this Agreement for the Properties for which there was such a defaultin accordance with subsection (a) above. SELLER AND PURCHASER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, proceed to Closing on the remaining PropertiesAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated PropertiesBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS. UNDER NO CIRCUMSTANCES SHALL PURCHASER SEEK OR BE ENTITLED TO RECOVER DAMAGES (INCLUDING ANY SPECIAL, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminatedCONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, andFROM SELLER FOR ANY BREACH BY SELLER OF ITS COVENANTS, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionSELLER’S REPRESENTATIONS OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT.

Seller Default. If a Except for Seller’s obligation to deliver the documents necessary to close Escrow as provided in Section 8 above, which shall be performed as required pursuant to Section 8 above, Seller shall not be in default under this Agreement prior to the ClosingClose of Escrow unless a failure by Seller to perform its obligations under this Agreement (such failure being referred to herein as a “default”) remains uncured for a period of five (5) Business Days after Seller’s receipt of written notice from Buyer of such default (except that in the event Seller commences to cure such default within such five-Business Day period and diligently proceeds to cure such default thereafter, Seller shall not be in default under this Agreement so long as Seller is proceeding diligently to effect such cure and such cure is effected within 30 days of such notice of default), and the Closing Date may, at Seller’s election, be extended as necessary to allow such cure to occur. In the event Seller defaults in its representations, warranties, covenants, or obligations under this Agreement, including after the expiration of any notice and cure period specified in this Section 19, Buyer’s sole and exclusive remedy for such default shall be either (a) the termination of this Agreement by Buyer’s delivery to sell Seller and Escrow Holder of written notice of such termination, in which event Escrow Holder shall return the Deposit to Buyer and Seller shall reimburse Buyer for its Property as required by actual expenses incurred in connection with preparation and negotiation of this Agreement and such default continues due diligence relating thereto (not to exceed $50,000), or, in the alternative, (b) a suit for more than ten (10) days after written notice from Purchaserspecific performance and the right to file a lis pendens against the Real Property; provided, thenhowever, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on that in the remaining Properties event Buyer elects to sxx Seller for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant under this Agreement, such action shall be commenced within 60 days following the expiration of the cure period specified above without Seller having effected such cure and, in the event such action for specific performance is not commenced within such 60 day period, Buyer hereby waives any and all right it may have to sxx Seller for specific performance of Seller’s obligations under this Agreement (but not damages); Agreement. In no event shall Seller be liable for any general, special, exemplary, incidental or (ii) give a Termination Notice consequential damages or for loss of profits. Notwithstanding anything to Sellers’ Representative the contrary herein, Buyer on its own behalf and on behalf of Purchaser’s decision its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns hereby agrees that in no event or circumstance shall any of the shareholders, members, partners, employees, representatives, officers, directors, agents, property management company, affiliated or related entities of Seller or Seller's property management company, have any personal liability under this Agreement. Notwithstanding anything to terminate this Agreement for the Properties for which there was such a defaultcontrary contained herein, proceed to Closing on the remaining Propertiesmaximum aggregate liability of Seller, and the applicable Seller shall pay maximum aggregate amount which may be awarded to Purchaser an amount equal to the Applicable Share and collected by Buyer (including, without limitation, for any breach of the Deposit for the terminated Propertiesany representation, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless warranty and/or covenant of the number of terminated Properties), and, if Sellers’ default Seller) under this Agreement resulted from an intentional action or inaction of Sellers taken any documents executed pursuant hereto or in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take connection herewith, shall, under no circumstances whatsoever, exceed $150,000 in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionaggregate.

Seller Default. If a SellerIn the event that Seller breaches or shall have failed in any material respect on the Closing Date to have performed any of the covenants and agreements contained in this Agreement which are to be performed by Seller on or before the Closing Date, prior any representation or warranty of Seller herein was untrue in any material respect when made, or Seller shall have caused any representation or warranty to become untrue in any material respect between the date of this Agreement and the Closing, defaults in then Buyer shall have the right as its representations, warranties, covenants, or obligations under this Agreement, including sole and exclusive remedy to sell its Property as required by (i) terminate this Agreement and such default continues for more than ten (10) days after written notice from Purchaserreceive the Escrow Deposit, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for in which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to event this Agreement (but not damages); shall be null and void without further recourse to either party hereto or (ii) give a Termination Notice take any and all legal actions necessary to Sellers’ Representative compel Seller’s specific performance hereunder and to consummate the transaction contemplated by this Agreement in accordance with the provisions of Purchaserthis Agreement (subject, however, to such defects as are not reasonably susceptible to cure), provided however, in the event that Seller’s decision breach or failure to perform any covenant or agreement, or the untruthfulness of any representation or warranty is the result of Seller’s willful misconduct then, in additional to the right to terminate this Agreement for as provided in clause (i) above, Buyer shall also have the Properties for which there was such a default, proceed right to Closing on pursue an action to recover the remaining Properties, and cost of Buyer’s out-of-pocket expenses incurred in connection with this transaction. In the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share event all of the Deposit for conditions listed in Section 7.2 have not been satisfied or waived other than by reason of Seller’s breach described in the terminated Propertiesfirst sentence hereof, Return on Deposit on the Applicable Share amount (or credit the same Buyer, as its sole remedy, may elect to Purchaser against the Base Purchase Price for the other Properties for which terminate this Agreement has not been terminated)and receive the Escrow Deposit and this Agreement shall be null and void without further recourse to either party hereto. If the Closing does take place hereunder, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock any damages recoverable from Seller shall not exceed Ten Million and 00/100 Dollars ($2,000,000 in the aggregate regardless of the number of terminated Properties10,000,000.00), andand under no circumstances shall Seller be liable for consequential, if Sellers’ default under this Agreement resulted punitive, special, exemplary or other damages that do not reflect actual, out-of-pocket expenses, and Buyer hereby waives any right to such damages. Subject to applicable principles of fraudulent conveyance, in no event shall Buyer seek satisfaction for any obligation from an intentional action any partners, members, managers, shareholders, officers, directors, employees, agents, legal representatives, successors or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement assigns of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionSeller, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser nor shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share foregoing have any personal liability for any such obligations of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionany Seller.

Seller Default. If a SellerIn the event Seller materially breaches or fails, prior without legal excuse, to complete the Closing, defaults in sale of the Property or to perform its representations, warranties, covenants, or obligations under this AgreementAgreement when it is obligated to do so, including to sell its Property as required by this Agreement and such default failure neither is a repetitive failure by Seller nor continues for more than ten five (105) days Business Days after written notice from PurchaserBuyer to Seller regarding the same (provided that such five (5) Business Day period shall not be applicable in connection with a failure by Seller to perform any of its obligations on the scheduled Closing Date) Buyer may, as its SOLE AND EXCLUSIVE remedy therefor, subject to the next paragraph of this Section 10.2, either (a) enforce specific performance of this Agreement against Seller, or (b) terminate this Agreement and receive a return of the Deposit (to the extent previously funded). In the latter case, Seller shall promptly reimburse Buyer for Buyer’s actual verifiable out-of-pocket costs and expenses incurred in connection with this Agreement or as a result of Seller’s default hereunder not to exceed a total amount of $100,000 (the “Third Party Costs”). Notwithstanding the foregoing, solely in the event that Seller defaults under this Agreement by transferring the Property to another person or entity (other than to or as directed by Buyer) prior to the Closing such that specific performance is no longer an available remedy (a “Transfer Default”), then, at Purchaserin addition to its remedies set forth above, Buyer shall have the right to bring an action against Seller for Buyer’s electionactual damages, Purchaser may either provided that in no event shall the liability of Seller for any Transfer Default exceed an amount equal to the amount by which the purchase price paid by such other person or entity exceeds the amount of the Purchase Price set forth in this Agreement. Other than its right to recover its Third Party Costs or damages resulting from a Transfer Default, Buyer expressly waives its rights to seek damages against Seller in the event of Seller’s default hereunder. Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the Deposit if Buyer fails to provide Seller with written notice, within thirty (i30) if Purchaser has closed on days following the remaining Properties date upon which the Closing was to have occurred, of Buyer’s intent to file a suit for which there has been no default alleged, seek specific performance or if Buyer fails to file such suit within forty-five (45) days after such written notice. Notwithstanding anything to the contrary contained in this Agreement, Buyer agrees that its recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be strictly limited to Seller’s interest in the Property (or upon consummation of the defaulting transaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller), and that in no event shall Buyer seek or obtain any recovery or judgment against any of Seller’s obligations other assets (if any) or against any of the Indemnified Parties. Following the Closing and subject to the Cap (defined below), Seller shall indemnify and hold Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) harmless from and against any and all direct and actual costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such indemnified party in connection with any and all losses, liabilities, claims, damages and expenses (“Losses”), to the extent directly arising out of (a) any breach of any representation or warranty of Seller contained in this Agreement, or in any certificate, instrument or other document delivered pursuant to this Agreement (but not damageseach, a “Closing Document”); or , and (iib) give a Termination Notice to Sellers’ Representative any breach of Purchaser’s decision to terminate any covenant of Seller contained in this Agreement for which survives the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable or in any Closing Document. Buyer agrees that Seller shall pay have no liability to Purchaser an amount equal to Buyer or any Buyer-Related Entities for any Losses unless the Applicable Share of the Deposit valid claims for the terminated Properties, Return on Deposit on the Applicable Share amount all such breaches collectively aggregate more than One Hundred Thousand Dollars (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender100,000.00) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination FeeFloor”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect ), in which event the full amount of such valid claims shall be actionable, up to the other remaining Propertiescap set forth in the ​ ​ ​ following sentence. Further, including delivery of the Purchase Price thereforBuyer agrees that any recovery against Seller for any Losses, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to Buyer’s or any Buyer-Related Entities’ direct and actual damages, up to (but not exceeding) Three Million Dollars ($8,000,0003,000,000.00) (the “Cap”) in the aggregate, regardless and that in no event shall Buyer or any Buyer-Related Entities be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. The foregoing provisions of this Section 10.2 shall survive for six (6) months after Closing (which six (6) month period shall be extended for such additional period of time until the final resolution of any suit or action in a court of competent jurisdiction properly and timely filed by Purchaser in the time period permitted under Section 17.8). Notwithstanding anything to the contrary contained herein, if the Closing of the number transactions hereunder shall have occurred, Buyer shall have no liability to Seller (and Seller shall make no claim against Buyer) for a breach of Sellers alleged any representation or warranty or any other covenant, agreement or obligation of Buyer that survives Closing, or for indemnification, under this Agreement or any document, certificate or instrument delivered by Buyer to have defaulted hereunder. Purchaser Seller in connection with this Agreement, unless the valid claims for all such breaches and indemnifications collectively aggregate to more than the "Floor", in which case Seller shall be entitled to execute on recover the Guaranty for amounts up to and exceeding the Floor. Notwithstanding the preceding sentence, the liability of Buyer under this Agreement and such documents shall not exceed the Cap and that in no event shall Seller be entitled to seek or obtain any other damages of the Applicable Share of the Depositany kind, Return on Depositincluding, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the Property contrary contained herein, the preceding Cap on a party’s liability will not apply to (i) claims based upon a party’s fraud, (ii) indemnification obligations set forth in Sections 4.4.1 and 14, (iii) the corrections of any prorations made under Section 8.1.6, or Properties (iv) a Transfer Default by Seller. The foregoing provisions of this Section 10.2 shall survive for six (6) months after Closing (which six (6) month period shall be extended for such additional period of time until the final resolution of any suit or action in questiona court of competent jurisdiction properly and timely filed by Purchaser in the time period permitted under Section 17.8).

Seller Default. If a Seller, . prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract, and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, either this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser, and Purchaser may either recover, as its sole recoverable damages (ibut without limiting its right to receive a refund of the Deposit), its direct and actual out--of--pocket expenses and costs (documented by paid invoices to third parties) if in connection with this transaction, which damages shall not exceed $100,000 in aggregate, or Purchaser has closed on may seek, within 60 days after the remaining Properties expiration of the cure period for which there has been no default allegedsuch default, seek specific performance of Seller's obligation to deliver the defaulting Seller’s Deed and all other documents provided for herein and perform all of its obligations pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision 's right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out--of--pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal except to the actual third party costs incurred extent that such assignments are prohibited by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties contract. SUBJECT TO PURCHASER'S RIGHTS UNDER CLAUSE (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed b) ABOVE, SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 12.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER TO $2,000,000 in the aggregate regardless of the number of terminated Properties)100,000.00 AND THE REMEDIES AVAILABLE TO PURCHASER, andAND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionBOTH AT LAW AND IN EQUITY, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, including delivery of the Purchase Price thereforWARRANTIES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT IN THE EVENT THAT THE CLOSING DOES NOT OCCUR. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, regardless of the number of Sellers alleged to have defaulted hereunderCONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $20,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller's obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Sections 2.2.3 and 5.3 (with the exception of Section 5.3.1); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from Contract; and (iii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of for specific performance within 90 days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller an assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, Seller defaults in the observance or performance of its representationscovenants and obligations hereunder, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten the greater of five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, then Buyer shall be entitled either, at Buyer's option, (i) without waiving the right to elect the option to Terminate this Agreement, to sue Seller for specific performance of this Agreement, but only if suxx suit is filed within one hundred eighty (180) days after written notice the occurrence of Seller's alleged default, unless Buyer is legally precluded from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations bringing such suit pursuant to this Agreement (but not damages); bankruptcy law requirements within such one hundred and eighty day period or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for which there was such a default, proceed delivery to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result notice of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser Buyer shall be entitled to execute on all of its out-of pocket costs (including legal fees) incurred in connection with the Guaranty for transactions contemplated by this Agreement payable within five (5) days of demand; provided however that Buyer shall not be able to recover any of its out-of-pocket costs (including legal fees) to the Applicable Share extent Seller fails to deliver any Ground Lease Estoppel Certificate pursuant to Paragraph 6.2. Buyer's rights to so Terminate this Agreement or sue for specific perfoxxxnce are Buyer's sole and exclusive remedies hereunder in the event of the Deposit, Return on Depositdefault hereunder by Seller, and Termination Fee if Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the same are express provisions of this Agreement), including, but not returned within one limited to: (1) day after termination any right to sue for damages, or (2) any other right or remedy which Buyer may othxxxise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within such the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. If a SellerIn the event that, prior to the Closing, defaults Seller breaches any of its representations or warranties or fails to perform any of its covenants in its representationsany material respect, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues breach or failure shall continue for more than a period of ten (10) days Business Days after written notice thereof from Purchaser, then, at then Purchaser’s election, Purchaser may either sole and exclusive remedy shall be as follows: (ia) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek to file an action to obtain specific performance of the defaulting Seller’s obligations obligation to perform in accordance with this Agreement, or (b) to declare this Agreement terminated and receive a return of the full Deposit, and reimbursement for all out-of-pocket due diligence, legal and other expenses associated with the transaction contemplated herein, not to exceed $50,000.00 (collectively, “Transaction Costs”). In the event this Agreement is terminated after Seller’s default, then upon return of the full Deposit to Purchaser and payment of Transaction Costs to Purchaser pursuant to Section 11.1(b), all rights and obligations of the parties under this Agreement shall expire (but not damagesexcept for such provisions as expressly survive the expiration or the termination hereof or as otherwise expressly provided herein); or (ii) give a Termination Notice , and this Agreement shall become null and void. In the event that, prior to Sellers’ Representative Closing, Purchaser obtains actual knowledge that Seller has made an untrue representation, Purchaser will notify Seller in writing as to the representation that Seller made that was untrue. If Purchaser nevertheless proceeds to consummate the Closing shall take place without Purchaser making an objection to an untrue representation of which Purchaser shall have knowledge, Purchaser shall be deemed to have waived all liability of Seller by reason of such untrue representation. In addition to Purchaser’s decision to terminate remedies above, Purchaser further agrees that its recourse against Seller under this Agreement for or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Properties for which there was such a defaultProperty or this transaction, proceed shall be strictly limited to Closing on Seller’s interest in the remaining PropertiesProperty (or upon consummation of the transaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller), and that in no event shall Purchaser seek or obtain any recovery or judgment against any of Seller’s other assets (if any) or against any of Seller’s members, partners, or shareholders, as the applicable case may be (or their constituent members, partners, or shareholders, as the case may be) or any director, officer, employee or shareholder of any of the foregoing. Purchaser agrees that Seller shall pay have no post-closing liability to Purchaser an amount equal for any breach of Seller’s covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Applicable Share property or this transaction unless the valid claims for all such breaches collectively aggregate more than $25,000, in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following paragraph. Purchaser agrees that any recovery against Seller for any breach of Seller’s covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser (other than the Deed, which is not covered by the “cap” in this paragraph), or under any law applicable to the Property or this transaction, shall be limited to Purchaser’s actual damages in the aggregate (“Recoverable Damages”) plus the actual, reasonable out-of-pocket expenses in enforcing Purchaser’s rights against Seller, but the Recoverable Damages shall not be in excess of two percent (2%) of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Property. Neither Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. nor Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Depositreceive, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect each party hereby waives any right to the Property receive, any consequential, indirect or Properties in questionpunitive damages.

Seller Default. If a Seller(i) Seller defaults in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Seller defaults in its representations, warranties, covenants, other covenants or obligations under this Agreement, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, provided that Purchaser is not in default under this Contract, at Purchaser’s election's election and as Purchaser's exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $75,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (x) not otherwise be in default under this Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an action for specific performance within 90 days after the scheduled Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (iia) give a Termination Notice above, Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller(i) Seller defaults in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Seller defaults in its representations, warranties, covenants, other covenants or obligations under this Agreement, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) days after written notice from Purchaser, then, provided that Purchaser is not in default under this Contract, at Purchaser’s election's election and as Purchaser's exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (x) not otherwise be in default under this Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an action for specific performance within 90 days after the scheduled Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (iia) give a Termination Notice above, Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If In the event of a SellerSeller Default, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and Purchaser shall provide Seller with written notice of such default continues for more than ten and Seller shall have five (105) business days after Seller’s receipt from Purchaser of such written notice from Purchaserto cure such default (or, thenif such Seller Default cannot reasonably be cured in five (5) business days, such additional period of time (not to exceed thirty (30) calendar days) as may be reasonably necessary to effect such cure, so long as Seller commences such cure within five (5) business days after receipt of such written notice); provided, however, that the foregoing notice and cure rights shall not apply to Seller’s failure to deliver the Deed at Purchaser’s electionClosing. If Seller fails to cure any such Seller Default within the applicable notice and cure period, if any, Purchaser may elect to either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to terminate this Agreement (but not damages)Agreement; or (ii) give a Termination Notice commence an action against Seller for specific performance of its obligations under this Agreement. Any such action for specific performance must be commenced within sixty (60) days after the then scheduled Closing Date. In no event shall Seller be liable to Sellers’ Representative Purchaser for any lost profits or other consequential or special damages. If Purchaser elects to terminate this Agreement, (a) this Agreement shall not be terminated automatically, but only upon delivery to Escrow Agent and Seller of written notice of termination from Purchaser; (b) Escrow Agent shall return to Purchaser all sums (including the Xxxxxxx Money and all interest earned thereon while held in escrow) deposited by Purchaser; and (c) Seller shall promptly (but in no event later than thirty (30) business days after demand therefor) pay to Purchaser up to Three Hundred Thousand Dollars ($300,000.00) of Purchaser’s decision to terminate documented third-party transaction costs and expenses, including attorneys’ fees, incurred in connection with this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking “Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated PropertiesDamages”); provided, andhowever, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on demand Purchaser’s Damages only if Purchaser has first pursued a claim for specific performance of all of Seller’s obligations under this Agreement and received an order or judgment denying the Guaranty for same (unless Seller has intentionally conveyed the Property to a third party (or materially encumbered the Property in breach of this Agreement in a manner that renders the remedy of specific performance unlikely to be available), in which case Purchaser’s right to demand and recover Purchaser’s Damages from Seller shall not be conditioned upon Purchaser initiating any such specific performance claim). As used in this Agreement, a “Seller Default” shall mean (i) the failure by the Seller to deliver the Deed; (ii) the failure by the Seller to discharge, satisfy, release or terminate the matters of record Seller is required to remove from title as set forth herein above; (iii) any material breach of representation, warranty or covenant of Seller hereunder, or (iv) the failure by the Seller to perform any of Seller’s other obligations under this Agreement or the Applicable Share of the DepositRemediation Agreement. The foregoing is not intended to limit Seller’s surviving obligations, Return on Depositincluding but not limited to its indemnification obligations, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionunder this Agreement.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser (subject to Purchaser's obligation under Section 3.5.2 to return or certify the destruction of all information and Materials provided to Purchaser as a pre-condition to the return of the Deposit) and Purchaser may either recover, as its sole recoverable damages (ibut without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) if in connection with this transaction, which damages shall not exceed $50,000 in aggregate, or (b) Purchaser has closed on the remaining Properties for which there has been no default alleged, may seek specific performance of Seller's obligation to deliver the defaulting Seller’s obligations Deed pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision 's right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of foregoing sentence; provided, however, that the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal foregoing assignment shall be made only to the actual third party costs incurred by Purchaser relating to breaking extent of Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and's interest, if Sellers’ default under this Agreement resulted from an intentional action any, in such items, and shall be made without representation or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement warranty of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionkind. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesAND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, including delivery of the Purchase Price thereforBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, regardless of the number of Sellers alleged to have defaulted hereunderCONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If In the event of a Seller, prior to the Closing, defaults in material default by Seller of its representations, warranties, covenants, or obligations under this AgreementAgreement where Buyer is ready, including willing and able to sell proceed to Closing, then the following provisions shall apply. If the applicable material default pertains to a matter or condition that relates to the Property or the Acquired Companies as a whole or materially adversely affects the value of the Property or the Acquired Companies as a whole, then Buyer, as its Property as required by this Agreement sole and such default continues for more than ten (10) days after written notice from Purchaserexclusive remedy, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on terminate this Agreement by delivery of notice of termination to Seller, whereupon subject to the remaining Properties for which there has been no default allegedterms, seek specific performance conditions and procedures of the defaulting Seller’s obligations pursuant Escrow Agreement, the Deposit shall be immediately returned to this Agreement Buyer and if such material default is due to the intentional default by Seller (but in no event due to failure of any condition to Closing not damagescaused by a default by Seller); , Seller shall reimburse Buyer for its documented reasonable out of pocket costs and expenses incurred by Buyer in the negotiation of this Agreement, conducting its diligence activities and otherwise in preparation for the Closing up to the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) (save and except attorneys fees, indemnification obligations, and fraud claims) in the aggregate for all such costs and expenses (“Pursuit Costs”), or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate continue this Agreement and bring an action for specific performance hereunder provided appropriate proceedings are promptly commenced by Buyer and prosecuted with diligence and continuity; provided that if specific performance is not a remedy available to Buyer due to Seller’s sale or conveyance of the Membership Interests or a material portion of the Property to a third party, Buyer and its Affiliates shall have all remedies available to it at law or equity. Notwithstanding anything herein to the contrary, in no event shall Buyer have the right (and Buyer hereby waives any right to) file or assert any lis pendens against any Parcel of the Real Property. In the event of any termination of this entire Agreement by Buyer pursuant to this Section 14, then, upon the return of the Deposit to Buyer and, if applicable, reimbursement to Buyer of its out of pocket costs, this Agreement shall be and become null and void, neither party shall have any further rights or obligations hereunder (except for the Properties for obligations of Buyer and Seller that expressly survive termination as set forth in this Agreement, which there was such shall survive the cancellation of this Agreement). If the applicable material default pertains to a defaultmatter or condition that relates solely to one or more particular Parcels, then Buyer shall have the right, as its sole and exclusive remedy, to either (i) proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties affected Parcel(s) without any reduction in Purchase Price, or (provided Sellers’ liability for such costs ii) designate the affected Parcel or Parcels as Excluded Parcels pursuant to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated PropertiesSection 5(a), andand in such event, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any LenderSection 5(c) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionapply.

Seller Default. If Seller is in default of any obligation hereunder other than a Section 3.8 Default and such default is not cured within twenty (20) days after written notice by Purchaser to Seller thereof, then Purchaser shall, as its sole and exclusive remedy (except as hereinafter otherwise provided) either, (a) terminate this Agreement by written notice to Seller, prior promptly after which the Title Company shall return the Xxxxxxx Money to Purchaser, and Seller shall pay to Purchaser within ten (10) days of delivery of written notice of such termination to Seller, the Closingamount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) as liquidated damages, defaults in which Seller acknowledges is the reasonable anticipated expenses incurred by Purchaser related to negotiating and performing its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by and after Purchaser’s receipt of the Xxxxxxx Money and all interest accrued thereon, and such Seller payment this Agreement shall be terminated and such default continues neither party shall have any further rights hereunder, except for more than ten those provisions which are expressly stated to survive a termination of this Agreement, or (10b) pursue the right of specific performance by commencing a lawsuit within one hundred twenty (120) days after of the Purchaser’s written notice from Purchaserof default, thenwith time being of the essence; provided however, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on in the remaining Properties for which there has been no default alleged, seek event specific performance is unavailable due to the Seller’s voluntary conveyance of the defaulting Seller’s obligations pursuant Property to a third party after the Effective Date of this Agreement (notwithstanding anything to the contrary set forth herein, “voluntary” shall be deemed to include, without limitation, a foreclosure of the Property by a Seller’s lender), then Purchaser shall have the right to seek and obtain damages available under applicable law against Seller, including, but not limited to, compensatory damages); or (ii) give , consequential damages, reasonable attorney’s fees and costs. With respect to a Termination Notice to Sellers’ Representative Section 3.8 Default, Purchaser’s sole and exclusive remedy shall be Purchaser’s recovery from Seller of Purchaser’s decision actual documented out-of-pocket expenses incurred post-Closing to terminate this Agreement extinguish the Objectionable Title Exception that was the basis of the Section 3.8 Default (whether or not such effort to extinguish was successful), but in no event exceeding $50,000.00 (“Section 3.8 Damages”). Out-of-pocket expenses includes, without limitation, all reasonable attorney’s fees paid by Purchaser, but does not include Purchaser’s overhead or compensation for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal any time Purchaser’s principals may devote to the Applicable Share extinguishment of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionObjectionable Title Exception.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, Purchaser may either (ia) if Purchaser has closed on subject to the remaining Properties for which there has been no default allegedConditions below, seek specific performance of the defaulting Seller’s 's obligations to deliver its Deed pursuant to this Agreement Contract (but not damages); , or (iib) give a Termination Notice to Sellers’ ' Representative of Purchaser’s 's decision to terminate this Agreement Contract for the Properties Property for which there was such a default, proceed to Closing on the remaining Properties, default and the applicable Seller shall pay to Purchaser an amount equal to receive a return of the Applicable Share of the Deposit (including the Applicable Share of the Non-Refundable Initial Deposit Component) from the Escrow Agent. If Sellers' Representative receives a Termination Notice, Sellers' Representative may, within 5 Business Days after receiving the Termination Notice, give Purchaser a Reinstatement Notice that Purchaser either must purchase all of the Properties or terminate this Contract for all of the Properties. Purchaser shall, within 5 Business Days after receiving a Reinstatement Notice, give Sellers' Representative notice of whether it desires to purchase all of the Properties or terminate this Contract in its entirety; Purchaser's failure to provide Sellers' Representative notice that it desires to terminate this Contract in its entirety shall be deemed Purchaser's decision to purchase all of the Properties. If this Contract is terminated in whole or in part, Purchaser shall recover the Applicable Share of the Deposit (including the Applicable Share of the Non-Refundable Initial Deposit Component) for the terminated PropertiesProperties and Purchaser may recover, Return on Deposit on the Applicable Share amount as its sole recoverable damages (or credit the same but without limiting its right to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction receive a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any refund of the Applicable Share of the DepositDeposit (including the Applicable Share of the Non-Refundable Initial Deposit Component)), Return its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Properties for which this Contract has been terminated, which damages shall not exceed $50,000.00 per terminated Property. Purchaser may seek specific performance of defaulting Seller's obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (i) not otherwise be in default under this Contract; and (ii) file suit therefor with the court on Depositor before the 90th day after the Closing Date. If this Contract is terminated in whole or in part, Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser's right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Sellers pursuant to the Property or Properties in questionforegoing sentence. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLERS, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLERS FOR ANY BREACH BY A SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser (subject to Purchaser's obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit) and Purchaser may either recover, as its sole recoverable damages (ibut without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) if in connection with this transaction, which damages shall not exceed $50,000 in aggregate, or (b) Purchaser has closed on the remaining Properties for which there has been no default alleged, may seek specific performance of Seller's obligation to deliver the defaulting Seller’s obligations Deed pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment, without recourse, of all of Purchaser’s decision 's right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, andWARRANTIES, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionOR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesCONSEQUENTIAL, including delivery of the Purchase Price thereforPUNITIVE, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerSeller (i) defaults on its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Closing defaults in on its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to close on the sale of the Property pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser may seek specific performance of Seller's obligation to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing close on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share sale of the Deposit Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for the terminated Propertiesspecific performance, Return on Deposit on the Applicable Share amount Purchaser shall (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has x) not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of for specific performance within 90 days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller an assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerSeller (i) defaults on its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Closing defaults in on its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs which there has been no default allegedmust be documented by paid invoices to third parties in connection with this transaction, which damages shall not exceed $300,000.00 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller's obligation to close on the defaulting Seller’s obligations sale of the Property pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser may seek specific performance of Seller's obligation to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing close on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share sale of the Deposit Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for the terminated Propertiesspecific performance, Return on Deposit on the Applicable Share amount Purchaser shall (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has x) not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of for specific performance within 90 days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller a quitclaim assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If In the event that the purchase and sale of the Property is not closed solely because of a Sellerbreach or default by Seller hereunder which is not cured by Seller within ten (10) business days after notice of such default from Buyer (provided, prior however, that if the breach or default is not susceptible of cure within such time, Seller shall not be in breach or default if it commences to cure within such ten (10) business day period and thereafter diligently prosecutes the Closingcure to completion), defaults Buyer shall be entitled, as its sole and exclusive remedy, either (a) to terminate this Agreement and to receive the prompt return of the Deposit, and to be reimbursed by Seller for the reasonable out-of-pocket costs and expenses actually paid by Buyer to third party consultants in its representationsconnection with the transactions contemplated herein, warranties, covenantsas evidenced by invoices or receipts therefor (such reimbursement not to exceed One Million Dollars ($1,000,000.00)), or (b) to seek specific performance of Seller’s obligations under this Agreement, including provided that any such action for specific performance shall not limit the prevailing party’s right to sell recover its Property attorney’s fees and related legal costs as required provided herein. These remedies are mutually exclusive and Buyer must elect, by this Agreement notice to Seller and such default continues for more Escrow Agent no later than ten thirty (1030) days after written the scheduled Closing Date, which of these remedies Buyer wishes to pursue. If Buyer fails to deliver notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties of its intent to commence an action for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant within said period, Buyer will be deemed to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision have elected to terminate this Agreement for and receive the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal funds described in clause (a) above. Notwithstanding anything to the Applicable Share contrary above, the limitations of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which remedies in this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock Section 9.2 shall not exceed $2,000,000 in the aggregate regardless apply to any obligation of the number of terminated Properties), and, if Sellers’ default Seller under this Agreement resulted from an intentional action to (i) indemnify, defend and hold Buyer harmless, (ii) comply with Section 11.19, or inaction of Sellers taken (iii) in bad faith (excluding any action or inaction the event Buyer is a Seller reasonably takes or refuses “prevailing party,” pay Buyer’s costs and expenses, including, without limitation, reasonable attorneys’ fees pursuant to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionSection 11.15.

Seller Default. If Seller shall refuse or fail to convey the Property to Purchaser in violation of Seller’s obligations hereunder for any reason other than a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations default by Purchaser under this Agreement, including to sell its Property as required by this Agreement and shall not have cured such default continues for more than within ten (10) days after written receipt of notice thereof from Purchaser, thenPurchaser shall have to choose one of the following as its sole remedy in connection with such breach: (a) terminate this Agreement and receive a return of the Deposit, at Purchaser’s election, Purchaser may either or (ib) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages)Agreement; or (c) waive such breach or default and proceed with Closing. In the event that Purchaser elects to seek specific performance under subsection (b) above, Purchaser hereby agrees that: (i) Purchaser shall bring such action within ninety (90) days after the scheduled Date of Closing, or else such remedy shall be deemed waived; and (ii) give in no event shall Seller be obligated to undertake any of the following (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend any money (except as provided in Section 3.2 above) or post a Termination Notice bond to Sellers’ Representative remove or insure over a title defect or encumbrance or to correct any matter shown on a survey of Purchaser’s decision the Property; or (C) expend any money to terminate this Agreement repair, improve or alter the Improvements or any portion thereof, unless the need for such repair, improvement or alteration would otherwise be required pursuant to the Properties terms hereof. If Purchaser does not institute an action for which there was such a defaultspecific performance or damages within ninety (90) days after the scheduled Date of Closing, proceed to Closing on time being of the remaining Propertiesessence, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)then elected to waive such default by Seller, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderirrevocably elected to exercise the remedy set forth in Section 10.2(a), above. Purchaser The foregoing shall be entitled to execute on the Guaranty not affect Purchaser's rights and remedies for Seller's breach of any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionSurviving Obligations.

Seller Default. If a the Closing does not occur solely by reason of any Seller, prior to ’s default in the Closing, defaults in performance of its representations, warranties, covenants, or duties and obligations under this Agreement, including Buyer shall have the right, as its sole and exclusive remedy, in lieu of all other remedies which Buyer might otherwise have hereunder at law or in equity, to sell its Property as required by either: (a) terminate this Agreement and such default continues for more than ten (10) days after by written notice to Sellers, in which event the Deposit shall be immediately returned to Buyer by the Escrow Agent and Buyer shall receive reimbursement from PurchaserSellers for Buyer’s actual out-of-pocket due diligence and legal and consultant costs incurred in connection herewith in an amount not to exceed two hundred fifty thousand dollars ($250,000), thenas documented by copies of invoices, at Purchaserwhich Buyer shall provide to Sellers with Buyer’s election, Purchaser may either demand for payment; or (ib) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek require specific performance of this Agreement, with no offset or reduction in the defaulting Purchase Price. Notwithstanding anything herein to the contrary, if the Closing does not occur by reason of any Seller’s default in the performance of its duties and obligations pursuant under this Agreement, Buyer shall be deemed to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision have elected to terminate this Agreement in accordance with “(a)” above if Buyer fails to deliver to Sellers written notice of Buyer’s intent to file a claim or assert a cause of action for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and specific performance against Sellers or the applicable Seller shall pay on or before fifteen (15) days following the scheduled Closing Date or, having given such notice, fails to Purchaser an amount equal to the Applicable Share file a lawsuit asserting such claim or cause of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 action in the aggregate regardless of county in which the number of terminated Properties), andapplicable Property is located within thirty (30) days following the scheduled Closing Date. Except as otherwise expressly provided in this section 9.4, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement the Closing does not occur solely by reason of any Lender) that causes one (1) or more Seller’s default in the performance of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it its duties and obligations under this Agreement with respect to Agreement, Buyer shall have no further claims, rights or entitlements in the other remaining Properties, including delivery event of the Purchase Price therefor, and a default by Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its the Property as required by this Agreement and Contract and, other than a failure to tender Seller’s required closing deliveries on the Closing Date, such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $75,000.00 in aggregate, including, without limitation, any (A) costs of inspection, (B) Purchaser’s reasonable attorney’s fees, (C) rate lock costs, (D) breakage costs (and any other cost and expenses incidental to Buyer’s capital markets commitment, if any), and (E) all third party reports (including, without limitation, zoning reports, title reports, environmental reports, and property assessment reports), or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall Purchaser first shall (i) not otherwise be in default under this Contract; or (ii) give a Termination Notice deliver all Purchaser Closing documents to Sellers’ Representative Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Sections 2.2.3 and 5.3; and (ii) file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (a) above. Upon Seller’s written request, Purchaser agrees that it shall promptly deliver to Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, andWARRANTIES OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionCONSEQUENTIAL, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesPUNITIVE, including delivery of the Purchase Price thereforSPECULATIVE OR INDIRECT DAMAGES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser (subject to Purchaser's obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit) and Purchaser may either recover, as its sole recoverable damages (ibut without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs, including but not limited to Purchaser’s deposits to obtain financing for the acquisition of the Property (documented by paid invoices to third parties) if in connection with this transaction, which damages shall not exceed $150,000 in aggregate, or (b) Purchaser has closed on the remaining Properties for which there has been no default alleged, may seek specific performance of Seller's obligation to deliver the defaulting Seller’s obligations Deed pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision 's right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)WARRANTIES OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerIn the event Seller or fails, prior without legal excuse, to complete the Closingsale of the Property, defaults in Buyer may, as its representationssole remedy therefor, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek enforce specific performance against Seller of the defaulting Seller’s obligations pursuant obligation to this Agreement (but not damages); convey to Buyer such title to the Property as is then held by Seller, or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such and receive a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share return of the Deposit for (provided Seller has been given written notice and a reasonable opportunity to cure the terminated Properties, Return on Deposit on failure not to exceed 15 days). If a willful default by Seller makes the Applicable Share amount remedy of specific performance set forth in clause (i) unavailable (or credit does not render such specific performance unavailable, but means title to the same to Purchaser against Property would not be in the Base Purchase Price for the other Properties for which this Agreement has not been terminatedcondition required hereunder), an amount equal then Buyer shall as part of the remedy set forth in clause (ii) also be entitled to recover its third party out of pocket costs and expenses in connection with this transaction up to but not to exceed $75,000 in the aggregate. Notwithstanding anything to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 contrary contained in the aggregate regardless of the number of terminated Properties)this Agreement, and, if Sellers’ default Buyer agrees that its recourse against Seller under this Agreement resulted from an intentional action or inaction under any other agreement, document, certificate or instrument delivered by Seller to Buyer (including without limitation all agreements, documents, certificates and instruments delivered at Closing), or under any law applicable to the Property or this transaction, shall be strictly limited to Seller’s interest in the Property (or upon consummation of Sellers taken the transaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller), and that in bad faith no event shall Buyer seek or obtain any recovery or judgment against any of Seller’s other assets (excluding if any) or against any action of Seller’s partners or inaction a Seller reasonably takes members (or refuses to take in response to a request their constituent partners or requirement members) or any director, officer, employee or shareholder of any Lender) that causes one (1) or more of the Closings not foregoing. Buyer agrees that Seller shall have no liability to occur solely as a result Buyer for any breach of Seller’s covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer (including without limitation all agreements, documents, certificates and instruments delivered at Closing), or under any law applicable to the Property or this transaction, unless the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.00), in which event the full amount of such action or inactionvalid claims shall be actionable, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Seller’s covenants, representations or warranties hereunder or under any other remaining Propertiesagreement, document, certificate or instrument delivered by Seller to Buyer (including delivery of without limitation all agreements, documents, certificates and instruments delivered at Closing), or under any law applicable to the Purchase Price thereforProperty or this transaction, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to Buyer’s actual damages not in excess of Three Hundred Nineteen Thousand Seven Hundred Fifty and No/100 Dollars ($8,000,000319,750.00) (the “Cap”) in the aggregate for all such breaches collectively, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser and that in no event shall Buyer be entitled to execute on seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages; provided such Cap shall not apply to post Closing true-ups under Section 8.1.1, the Guaranty parties obligations under Section 14 below regarding brokerage commissions for any this sale of the Applicable Share Property from Seller to Buyer and the express indemnities set forth in the Closing Documents. Seller shall retain a net worth following Closing of the Deposit, Return on Deposit, and Termination Fee if Cap amount for the same Survival Period (or such longer period until the resolution of a lawsuit properly filed during the Survival Period for a breach of a representation or warranty expressly set forth herein). The provisions of this grammatical paragraph are not returned within one (1) day after termination of intended to derogate from the Agreement with respect to additional limitations placed on Seller’s pre-Closing liability under the Property preceding grammatical paragraph or Properties elsewhere in questionthis Agreement.

Seller Default. If Purchaser shall perform all of its obligations hereunder in full compliance with the terms hereof and if all conditions to Seller’s obligation to close have been satisfied (provided Purchaser shall not be required to tender the Purchase Price to Seller), and if Seller shall be in default in the perfor­mance of its obligations hereunder, or if the failure of any of the conditions precedent to Purchaser’s obligation to close under Section 9.2 is caused by or is a result of a breach by Seller of any representation, warranty, covenant, term, provision, agreement or obligation of Seller hereunder, then Purchaser’s sole remedy shall be to either (a) file an action to obtain specific performance of Seller’s obligations hereunder, prior it being acknowledged and agreed that the subject matter of this transaction is unique or (b) terminate this Agree­ment by giving written notice thereof to Seller and Escrow Agent, in which case, (i) the Deposit, together with all Interest accrued thereon, shall be returned to Purchaser, and (ii) this Agree­ment shall terminate and neither party hereto shall have any further rights or obligations hereunder. Notwithstanding anything to the Closingcontrary contained in this Section, defaults if Purchaser shall perform all of its obligations hereunder in its representationsfull compliance with the terms hereof and if all conditions to Seller’s obligation to close have been satisfied (provided Purchaser shall not be required to tender the Purchase Price to Seller), warrantiesand if Seller shall be in Willful Default (as hereinafter defined), covenantsthen Seller shall reimburse Purchaser for all of Purchaser’s third party costs, or obligations under this Agreementfees and expenses (including, including to sell its Property as required by without limitation, attorney’s fees, costs and expenses, inspection fees, appraisal fees, environmental inspection fees and engineering fees) incurred in connection with this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance transactions contemplated hereunder and all other agreements related to the sale of the defaulting Company Interests to Purchaser up to a maximum of One Million Dollars ($1,000,000). As used in this Section 12.2, the term “Willful Default” shall mean Seller’s obligations pursuant willful refusal to this Agreement (but not damages); or (ii) give a Termination Notice perform its obligation to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a defaultsell, proceed to Closing on the remaining Properties, assign and the applicable Seller shall pay convey to Purchaser an amount equal to the Applicable Share Company Interests in accordance with terms of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionAgreement.

Seller Default. If a Seller, prior In the event Seller fails or refuses to the Closing, defaults in perform any of its representations, warranties, covenants, or obligations under this Agreement when due and such failure or refusal continues for a period of at least five (5) days following receipt of written notice by Seller from Buyer (excepting therefrom Seller's obligation to close escrow as and when required hereunder for which Seller shall have no cure period), then Seller shall be in breach or default of such obligation(s) under this Agreement. In the event of such breach or default, Buyer's sole remedy shall be to elect one of the following: (a) to terminate this Agreement, in which event Buyer shall be entitled to a refund of the Total Deposit made by Buyer hereunder (including any interest accrued thereon while in escrow) and, if Seller willfully breaches its obligation to sell its and convey the Property as required to Buyer and such willful breach is not cured or remedied by Seller within the five (5) day period referred to above, then Seller also agrees to reimburse Buyer for Buyer's out-of-pocket expenses, not to exceed One Hundred Thousand Dollars ($100,000), reasonably paid or incurred by Buyer in connection with this Agreement or the Property (including, without limitation, due diligence expenses, consultants' fees, and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damagesattorneys' fees); or (iib) give to bring a Termination Notice to Sellers’ Representative suit for specific performance provided that any suit for specific performance must be brought within ninety (90) days of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a Seller's default, proceed Buyer waiving the right to Closing on the remaining Properties, and the applicable Seller bring suit at any later date. Under no circumstances shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall Buyer be entitled to execute on pursue a suit for damages in connection with Seller's breach or default, except (i) to recover the Guaranty for Total Deposit (including any of interest accrued thereon while in escrow) if Seller breaches its obligation to return the Applicable Share of Total Deposit (including any interest accrued thereon) to Buyer, or (ii) to recover Buyer's out-of-pocket expenses, not to exceed One Hundred Thousand Dollars ($100,000), reasonably paid or incurred by Buyer in connection with this Agreement or the Deposit, Return on Deposit, Property in the event clause (a) above applies and Termination Fee if Seller willfully breaches its obligation to sell and convey the same are Property to Buyer (and such willful breach is not returned cured or remedied by Seller within one the five (15) day after termination of the Agreement with respect period referred to the Property or Properties in questionabove).

Seller Default. If a Seller, prior to the Closing, Seller defaults in the observance or performance of its representationscovenants and obligations hereunder, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten the greater of five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, then Buyer shall be entitled either, at Buyer's option, (i) without waiving the right to elect the option to Terminate this Agreement, to xxx Seller for specific performance of this Agreement, but only if such suit is filed within one hundred eighty (180) days after written notice the occurrence of Seller's alleged default, unless Buyer is legally precluded from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations bringing such suit pursuant to this Agreement (but not damages); bankruptcy law requirements within such one hundred and eighty day period or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for which there was such a default, proceed delivery to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result notice of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser Buyer shall be entitled to execute on all of its out-of pocket costs (including legal fees) incurred in connection with the Guaranty for transactions contemplated by this Agreement payable within five (5) days of demand; provided however that Buyer shall not be able to recover any of its out-of-pocket costs (including legal fees) to the Applicable Share extent Seller fails or is unable to deliver any Ground Lease Estoppel Certificate pursuant to Paragraph 5.1(N), so long as such failure or inability is not due to the fault of Seller. Prior to the DepositClosing, Return on DepositBuyer's rights to so Terminate this Agreement or xxx for specific performance, are Buyer's sole and exclusive remedies hereunder in the event of a default hereunder by Seller, and Termination Fee if Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the same are express provisions of this Agreement), including, but not returned within one limited to: (1) day after termination any right to xxx for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of LIS PENDENS or notice of pendency of action or similar notice against any portion of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. If a Seller, prior Seller breaches or fails to timely complete the Closing, defaults in sale of the Property or to timely perform its representations, warranties, covenants, or obligations under this Agreement, including Buyer may, as its sole and exclusive remedy therefor, subject to sell its Property as required by the next paragraph of this Agreement and such default continues for more than ten (10) days after written notice from PurchaserSection 11.2, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek enforce specific performance of the defaulting Seller’s obligations pursuant to this Agreement against Seller, provided that any action for specific performance must be commenced, if at all, within ninety (but 90) days after such default, including damages for reimbursement of all reasonable attorneys’ fees and costs incurred in connection with such action for specific performance not damages); to exceed $25,000.00 or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for and receive a return of the Properties for which there was such a defaultDeposit, proceed to Closing on the remaining Propertiesincluding all interest earned thereon, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The entire amount of the Termination Fee Modifications Escrow, including from the Escrow Agent the portion thereof that may has not already been released to Seller and payment from Seller of the amount thereof that had been previously released to Seller. Xxxxx agrees that Seller shall have no liability to Buyer for any breach of Seller’s covenants, representations or warranties herein unless the valid claims for all such breaches collectively aggregate to an amount that is more than Twenty-Five Thousand Dollars ($25,000.00), in which event the amount of such valid claims shall be collected by Purchaser actionable, from the first One Dollar ($1.00) of damages up to the cap set forth in the following sentence. Further, Xxxxx agrees that any recovery against Seller for any breach of Seller’s covenants, representations or warranties herein shall be limited to Buyer’s actual damages, up to (but not exceeding) Three Hundred Thirty-Two Thousand Five Hundred and No/100 Dollars ($8,000,000332,500.00) in the aggregate, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser and that in no event shall Buyer be entitled to execute seek or obtain any consequential, indirect or punitive damages. Notwithstanding the foregoing, there shall be no cap on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement Buyer’s damages with respect to any breach of Seller’s covenants, representations and warranties if such breach is a result of or related to fraud or intentional misrepresentation on the Property or Properties in questionpart of Seller.

Seller Default. If a SellerSellers, prior to the Closing, defaults default in its their representations, warranties, covenants, covenants or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from PurchaserBuyers (other than a failure to close on the scheduled Closing Date for which there shall be no cure period), thenthen Buyers, at PurchaserBuyer’s electionelection and as its sole and exclusive remedies, Purchaser may elect to either (i) if Purchaser has closed on terminate this Agreement, in which case Sellers shall reimburse Buyers for their actual, documented out-of-pocket costs and expenses incurred in connection with this Agreement, not to exceed TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00), the remaining Properties Deposit Escrow Agent shall refund the Deposit to Buyers, and the parties hereto shall have no further rights or obligations under this Agreement (except for which there has been no default allegedsuch obligations that expressly survive the termination of this Agreement), or (ii) seek specific performance of Sellers’ obligation to consummate the defaulting Seller’s transactions for Closing pursuant to this Agreement (provided, however, at any time after seeking specific performance, Buyer may elect option (i) above). Buyers may seek specific performance of Sellers’ obligations pursuant to this Agreement only if Buyers file suit therefor with the court on or before the sixtieth (but not damages60th) day after the Closing Date (as it may be extended); or . If Buyers fail to file an action for specific performance within sixty (ii60) give a Termination Notice days after the Closing Date (as it may be extended), then Buyers shall be deemed to Sellers’ Representative of Purchaser’s decision have elected to terminate this the Agreement for in accordance with subsection (i) above. Notwithstanding the Properties for which there was such a defaultforegoing, proceed to Closing on in the remaining Properties, and event the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share remedy of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock specific performance with respect to the terminated Properties (provided Sellers’ liability for such costs any Property is unavailable to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless Buyers as a result of the number intentional actions of the applicable Seller, then Buyers may elect to seek all actual, but not punitive or consequential, damages incurred by Buyers by reason of such Seller’s default, in an amount not to exceed TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS $2,500,000.00, provided, further that notwithstanding anything to the contrary contained in this Agreement, Buyer shall be entitled to liquidated damages equal to TWENTY PERCENT (20%) OF THE PURCHASE PRICE if Sellers took a willful and intentional action to transfer or encumber any Property or amended, modified or terminated Properties)any Lease. THE PARTIES ACKNOWLEDGE AND AGREE THAT IF BUYERS SUSTAIN ANY DAMAGE AS A RESULT OF SELLERS’ WILLFUL AND INTENTIONAL ACTS AND SUCH ACTS RESULTS IN THE TRANSFER OR ENCUMBRANCE OF ANY PROPERTY OR THE AMENDMENT, andMODIFICATION OR TERMINATION OF ANY LEASE, if SellersTHE DAMAGES THAT BUYERS WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN AND THAT A LIQUIDATED SUM EQUAL TO TWENTY PERCENT (20%) OF THE PURCHASE PRICE CONSTITUTES A REASONABLE GOOD FAITH ESTIMATE OF SUCH DAMAGES. ACCORDINGLY, THE PARTIES AGREE THAT BUYERS SHALL RETAIN SUCH LIQUIDATED SUM AS FULL AND COMPLETE LIQUIDATED DAMAGES, AND NOT AS A PENALTY AND AS BUYERS’ SOLE AND EXCLUSIVE REMEDY FOR SELLERS’ ACTS; PROVIDED, HOWEVER, THAT BUYERS’ SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH 48 RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, the parties acknowledge and agree that any default under this Agreement resulted from an intentional action or inaction of by any one Seller shall constitute a default by all Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

Seller Default. If a any of Seller, prior to the Closing, defaults 's representations and warranties contained in its representations, warranties, covenantsthis Agreement shall not be true and correct, or if Seller shall be in default in performance of any of the covenants and agreements in this Agreement required to be performed by Seller within the time for performance as specified in this Agreement (including Seller's obligation to Close) and such default is not remedied by Seller within 15 days of Buyer’s notice of the default, Buyer may elect to (i) terminate Buyer's obligations under this AgreementAgreement by written notice to Seller with a copy to Title Company, including in which event the Deposit shall be returned to sell its Property as required by this Agreement and such default continues for more than Buyer within ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages)business days; or (ii) give a Termination Notice to Sellers’ Representative Close, in which event Buyer may file an action for specific performance of Purchaser’s decision to terminate this Agreement for to compel Seller to Close this Agreement. In the Properties for which there was event that Buyer elects to pursue specific performance, as provided in the prior sentence, such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share action must be commenced within four (4) months of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (date of Seller’s default or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser Buyer shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderwaived its right to seek specific performance and have elected (i) above. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the DepositIN THE EVENT SELLER DEFAULTS IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY WITHOUT LEGAL EXCUSE AND BUYER ELECTS TO TERMINATE THIS AGREEMENT UNDER (i) ABOVE, Return on DepositTHE DEPOSIT SHALL BE PAID TO BUYER AS LIQUIDATED DAMAGES, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionIT BEING UNDERSTOOD THAT BUYER'S ACTUAL DAMAGES IN THE EVENT OF SUCH DEFAULT ARE DIFFICULT TO ASCERTAIN AND THAT, AFTER NEGOTIATION, SUCH PROCEEDS REPRESENT THE PARTIES' BEST ESTIMATE OF SUCH DAMAGES. BUYER SHALL HAVE NO OTHER REMEDY, AT LAW OR IN EQUITY, FOR ANY DEFAULT BY SELLER.

Seller Default. If Sellers shall refuse or fail to convey the Property as herein provided for any reason other than (a) a Sellerdefault by Purchaser and the expiration of the cure period, prior to if any, provided under Section 14.7 hereof, (b) the Closing, defaults existence of a Pending Default (as defined in its representations, warranties, covenantsand contemplated by Section 14.7), or obligations under this Agreement, including to sell its Property as required by (c) any other provision of this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s electionwhich permits Sellers to terminate this Agreement or otherwise relieves Sellers of the obligation to convey the Property, Purchaser may shall elect as its sole and exclusive remedy hereunder either to (i) if Purchaser has closed on terminate the remaining Properties for which there has been no default alleged, seek specific performance of Agreement and recover the defaulting Seller’s obligations pursuant to this Agreement (but not damages)Deposit; or (ii) give a Termination Notice to enforce Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it ' obligations under this Agreement with respect by filing suit within thirty (30) days of Sellers' default, provided that no such action in specific performance shall seek to the other remaining Properties, including delivery of the Purchase Price therefor, and require Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for do any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one following: (1) day after termination change the condition of any of the Agreement Projects or restore the same after any fire or other casualty; (2) subject to Section 12.3, below, expend money or post a bond to remove a title encumbrance or defect (other than an Consensual Lien that Sellers are required to cure) or correct any matter shown on a survey of any of the Projects; or (3) secure any permit, approval, or consent with respect to the Property or Properties Sellers' conveyance of the Property. In the event of Sellers' willful refusal to close this transaction or in questionthe event specific performance is not available as the result of Sellers' willful default under this Agreement, then Sellers shall reimburse Purchaser on demand for all commercially reasonable third-party out-of-pocket expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement (including, without limitation, any costs of survey, title, environmental or physical inspections and attorneys' fees) and such reimbursement obligation shall survive termination of this Agreement. In the event that specific performance is not available because Sellers have conveyed the Property to a third party, then, in addition to receiving the Deposit and reimbursement of Purchaser's commercially reasonable third-party out-of-pocket expenses as aforesaid, Purchaser shall also be entitled to liquidated damages in the amount of $14,914,000.00. Sellers and Purchaser each acknowledge that this liquidated damages provision is neither unconscionable, nor a penalty. Sellers expressly waive any defense that they may have to the enforcement of this provision on the ground that it represents a penalty or is excessive or disproportionate to, or an unreasonable estimate of, Purchaser's damages. Purchaser waives any right to receive any other amounts as damages as a result of Sellers' refusal or failure to convey the Property.

Seller Default. If In the event that Seller breaches or shall have failed in any material respect on the Closing Date to have performed any of the covenants and agreements contained in this Agreement which are to be performed by Seller on or before the Closing Date, any representation or warranty of Seller herein was untrue when made, or Seller shall have caused any representation or warranty to become untrue between the date of this Agreement and the Closing, then Buyer shall have the right to (i) terminate this Agreement, in which event (a) the Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to either party hereto, and (b) solely in the event that Buyer’s ground for termination is Seller’s default under Section 4.2 yielding quantifiable damages to Buyer or diminution of Property value, in either case exceeding $50,000, Buyer shall be entitled to a reimbursement from Seller of Buyer’s actual and documented out-of-pocket third party costs incurred in connection with this transaction, not to exceed an amount of Two Hundred Thousand Dollars ($200,000), which reimbursement right shall survive the termination of this Agreement, or (ii) take any and all legal actions necessary to compel Seller’s specific performance hereunder (it being acknowledged that damages at law would be an inadequate remedy), and to consummate the transaction contemplated by this Agreement in accordance with the provisions of this Agreement. In the event all of the conditions listed in Section 7.2 have not been satisfied or waived, Buyer may elect to terminate this Agreement and receive the Escrowed Amount and this Agreement shall be null and void without further recourse to either party hereto. Notwithstanding anything to the contrary contained herein, should specific performance be unavailable and rendered meaningless to Buyer due to a willful action of Seller in violation of this Agreement such as the conveyance of the Property to a third party prior to the ClosingClosing Date, defaults in its representations, warranties, covenants, or obligations Buyer shall be entitled all damages available to Buyer under this Agreement, including to sell its Property as required by this Agreement at law and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionequity.

Seller Default. If a Seller defaults in its obligations hereunder to (a) deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder or (b) satisfy the conditions contained in Sections 8.1.1, 8.1.3 (with respect to the covenants of Seller to be performed on the Closing Date only) or 8.1.4 and provided that Purchaser is, on the Closing Date, ready, willing and able to deliver all of Purchaser’s deliveries specified by Section 5.3, then Seller shall be deemed to immediately be in default and Purchaser may exercise Purchaser’s rights contained in this Section 10.2 without any opportunity of Seller to cure such default. If Seller, prior to the Closing, defaults in its representations, warranties, covenants, covenants or obligations under this Agreement, including Contract which are to sell its Property as required by this Agreement be performed prior to Closing and such default continues for more than ten (10) 10 days after written notice from PurchaserPurchaser (provided that the same shall not extend the Closing Date more than 1 Business Day), then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be immediately returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $150,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall file suit with respect to such litigation therefor with the court on or before the 90th day after the Closing Date; or if Purchaser fails to file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (iia) give a Termination Notice above. Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, Purchaser may either (iA) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s 's obligations to deliver its Deed pursuant to this Agreement Contract (but not damages); , or (iiB) give a Termination Notice to Sellers’ Seller's Representative of Purchaser’s 's decision to terminate this Agreement Contract for the Properties Property for which there was such a defaultdefault and receive a return of the Applicable Share of the Deposit (including the Applicable Share of the Non-Refundable Portion) for the terminated Property from the Escrow Agent. If Seller's Representative receives a Termination Notice, proceed Seller's Representative may, within 3 Business Days after receiving the Termination Notice, give Purchaser a Reinstatement Notice that Purchaser either must purchase all of the Properties or terminate this Contract for all of the Properties. Purchaser shall, within 3 Business Days after receiving a Reinstatement Notice, give Seller's Representative notice of whether it desires to Closing on purchase all of the remaining Properties or terminate this Contract in its entirety; Purchaser's failure to provide Seller's Representative notice that it desires to terminate this Contract in its entirety shall be deemed Purchaser's decision to purchase all of the Properties. If this Contract is terminated in whole or in part, Purchaser shall recover the Applicable Share of the Deposit (including the Applicable Share of the Non-Refundable Portion) for the terminated Properties and the applicable Seller shall pay Purchaser may recover, as its sole recoverable damages (but without limiting its right to Purchaser an amount equal to receive a refund of the Applicable Share of the Deposit for the terminated Properties), Return on Deposit on the Applicable Share amount its direct and actual out-of-pocket expenses and costs (or credit the same documented by paid invoices to Purchaser against the Base Purchase Price for the other Properties third parties) in connection with each Property for which this Agreement Contract has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock which damages shall not exceed $2,000,000 45,000 (individually) for each Property so terminated. If this Contract is terminated in whole or in part, Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser's right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the aggregate regardless of out-of-pocket expenses reimbursed by Sellers pursuant to the number of terminated Properties)foregoing sentence, and, if Sellers’ default under this Agreement resulted from an intentional action which shall be delivered without representation or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement warranty of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionkind. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesAND SHALL BE PURCHASER'S EXCLUSIVE REMEDIES AGAINST SELLERS, including delivery of the Purchase Price thereforBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, regardless of the number of Sellers alleged to have defaulted hereunderCONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLERS FOR ANY BREACH BY A SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior to the Closing, Seller defaults in the observance or performance of its representationscovenants and obligations hereunder, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten the greater of five (105) Business Days after the date of receipt of written notice from Buyer demanding cure of such default, then Buyer shall be entitled either, at Buyer's option, (i) without waiving the right to elect the option to Terminate this Agreement, to sue Seller for specific performance of this Agreement, but only if suxx suit is filed within one hundred eighty (180) days after written notice the occurrence of Seller's alleged default, unless Buyer is legally precluded from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations bringing such suit pursuant to this Agreement (but not damages); bankruptcy law requirements within such one hundred and eighty day period or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate Terminate this Agreement for by the Properties for which there was such a default, proceed delivery to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result notice of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser Buyer shall be entitled to execute on all of its out-of pocket costs (including legal fees) incurred in connection with the Guaranty for transactions contemplated by this Agreement payable within five (5) days of demand; provided however that Buyer shall not be able to recover any of its out-of-pocket costs (including legal fees) to the Applicable Share extent Seller is unable to deliver any Ground Lease Estoppel Certificate pursuant to Paragraph 5.1(N). Prior to the Closing, Buyer's rights to so Terminate this Agreement or sue for specific performance, are Buyer's sole and exclusive remedies xxreunder in the event of the Deposit, Return on Depositdefault hereunder by Seller, and Termination Fee if Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the same are express provisions of this Agreement), including, but not returned within one limited to: (1) day after termination any right to sue for damages, or (2) any other right or remedy which Buyer may othxxxise have against Seller either at law, in equity or otherwise. Buyer agrees that its failure to timely commence an action for specific performance within the period noted above shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Agreement with respect to the Property or Properties in questionProperty.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $35,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller's obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (i) not otherwise be in default under this Contract; or and (ii) give a Termination Notice file suit therefor with the court on or before the 90th day after the Closing Date; if Purchaser fails to Sellers’ Representative of Purchaser’s decision to terminate this Agreement file an action for specific performance within 90 days after the Properties for which there was such a defaultClosing Date, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller an assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a In the event the purchase and sale contemplated hereby is not closed by reason of Seller’s inability, prior failure or refusal to the Closing, defaults in its representations, warranties, covenantsperform Seller’s obligations hereunder, or obligations under this Agreementin the event of Seller’s breach of its covenants hereunder, including to sell its Property as required or in the event any warranty or representation made herein by this Agreement Seller proves materially untrue and such default continues for more than ten (10) days after written notice from is not waived by Purchaser, then, Purchaser shall elect, as its sole remedy, to either, (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing, with Seller paying any cancellation charges of Escrow Agent, recover the Xxxxxxx Money and reimburse Purchaser for Purchaser’s electionactual out-of-pocket costs (including attorney’s fees) incurred in connection with the transaction contemplated hereunder (“Due Diligence Costs”) in an amount not to exceed One Hundred Thousand Dollars ($100,000.00), Purchaser may either which return of the Xxxxxxx Money and reimbursement of Due Diligence Costs shall operate to release Seller from any and all liability hereunder or, (ib) if Purchaser has closed on the remaining Properties enforce a suit for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect (including, but not limited to, the obligation to deliver the Deed to the other remaining PropertiesProperty at Closing). If applicable, including Seller’s reimbursement of the Due Diligence Costs shall be paid within five (5) business days after Purchaser’s delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount accounting of the Termination Fee that may be collected by Purchaser applicable third party costs to Seller, which accounting shall be limited to $8,000,000supported by (where applicable) copies of contracts or purchase orders, regardless of the number of Sellers alleged to have defaulted hereunderinvoices and checks. Purchaser shall be entitled deemed to execute have elected under paragraph (a) above if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in Placer County, California, on or before sixty (60) days following the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionClosing Date.

Seller Default. If Seller breaches its obligation, in any material respect, to consummate the Closing hereunder after written notice to Seller and a Sellerreasonable opportunity to cure, then Purchaser’s sole and exclusive remedy shall be to (i) terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing, defaults in its representationswhich event the Xxxxxxx Money shall be returned to Purchaser, warrantiesand, covenantsafter the return to Purchaser of the Xxxxxxx Money, this Agreement shall be null and void, and neither Seller nor Purchaser will have any further rights or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues except for more than ten any obligations that expressly survive termination or (10ii) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to specifically enforce this Agreement (but not damagesno other action, for damages or otherwise, shall be permitted); provided that any action by Purchaser for specific performance must be commenced, if at all, within thirty (30) days of Seller’s breach, the failure of which shall constitute a waiver by Purchaser of such right and remedy. For purposes of this Agreement, an action shall be deemed to have been “commenced” if a complaint has been filed in a court of competent jurisdiction within such time period. If Purchaser shall not have commenced an action for specific performance within the aforementioned time period or (ii) give a Termination Notice so notified Seller of its election to Sellers’ Representative of terminate this Agreement, Purchaser’s decision sole and exclusive remedy shall be to terminate this Agreement in accordance with clause (i) above, and this Agreement shall automatically terminate and be of no further force or effect (except for any obligations that expressly survive termination) on the Properties for which day after the scheduled Group One Closing Date or the Group Two Closing Date, as the case may be. If there was such is a default, proceed failure in any material respect of any condition precedent to Closing on the remaining Propertieshereunder as specifically set forth in Section 6a and 6b hereof, and such failure is not remedied after written notice and opportunity to cure, then Purchaser’s sole and exclusive remedy shall be to terminate this Agreement by giving written notice thereof to Seller prior to or at the Group Two Closing, as the case may be, in which event the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share portion of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same Xxxxxxx Money shall be returned to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses after the return to take in response to a request or requirement of any Lender) that causes one (1) or more Purchaser of the Closings not to occur solely as a result of such action Xxxxxxx Money, neither Seller nor Purchaser will have any further rights or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesAgreement, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty except for any of the Applicable Share of the Deposit, Return on Deposit, obligations that expressly survive termination and Termination Fee if the same are not returned within one (1) day after any remedies at law or equity available to Purchaser to enforce Purchaser’s rights or remedies that expressly survive termination of the Agreement with respect to the Property or Properties in questionthis Agreement.

Seller Default. If (a) Subject to Section 11.2(b), if a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); (ii) direct Escrow Agent to record the Deeds for the other Properties (so long as such recording does not occur prior to the Closing Date) upon delivery to Escrow Agent of the balance of the Purchase Price; or (iiiii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties Property for which there was such a default, proceed to Closing on the remaining PropertiesProperty, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated PropertiesProperty, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesProperty, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

Seller Default. If Subject to Section 11.3 below, in the event Seller defaults (a Seller, “Seller Default”) under any of the material terms of this Agreement prior to Closing or any representation or warranty of Seller is untrue in any material respect as of the ClosingEffective Date or the Closing Date, defaults in its representations, warranties, covenantsBuyer shall be entitled as Buyer’s sole and exclusive remedy to either (A) terminate this Agreement and receive a refund of the Deposit plus Buyer’s Costs (as hereinafter defined), or (B) elect to pursue the remedy of specific performance of Seller’s obligation to deliver the Deed and any such other conveyance documents to Escrow Holder (without any damages of any kind), provided that (i) any such suit for specific performance must be filed within forty-five (45) days after the Scheduled Closing Date, and (ii) Buyer shall have completely and timely performed its obligations hereunder, or (C) Buyer may waive such Seller Default and proceed to Closing. Seller shall have no liability to Buyer under any circumstances for any damages, including, without limitation, consequential or punitive damages or damages suffered as a result of Buyer’s failure to timely complete a tax-deferred exchange. As material consideration to Seller’s entering into this Agreement with Buyer, Buyer waives any right to record or file a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Property, except for, or in connection with, the proper exercise by Buyer of its remedy of specific performance under clause (B) of this Section 11.2 or Seller’s failure to pay Buyer’s Costs, if applicable. For purposes of this Agreement, “Buyer’s Costs” shall mean the actual expenses incurred by Buyer (with invoices or other reasonably satisfactory evidence thereof to be provided to Seller) and paid (A) to Buyer’s attorneys (including to sell its Property as required by in-house attorneys) in connection with the negotiation of this Agreement and such default continues for more than ten or the proposed purchase of the Property, (10B) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on to third party consultants in connection with the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations examinations, inspections and/or investigations pursuant to this Agreement and (but not damages); or (iiC) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share any potential lender in connection with any proposed financing of the Deposit for the terminated PropertiesProperty, Return on Deposit on the Applicable Share amount not to exceed $25,000 PLUS any non-refundable deposits to lock any rate or spread, or payments to purchase any interest rate cap, paid or payable to any proposed lender or cap provider (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)provided, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock however that Buyer shall not exceed $2,000,000 make any such deposit or cap payment earlier than five (5) Business Days prior to Closing) in the aggregate regardless of the number of terminated Properties)aggregate. NOTHING HEREIN SHALL, andHOWEVER, if SellersBE DEEMED TO LIMIT BUYER’S RIGHT TO ATTORNEYS’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.FEES AND COSTS AS PROVIDED IN SECTION 12.13

Seller Default. If a As long as Purchaser is not then in material default of its covenants and obligations hereunder if Seller, prior to the Closing, materially defaults in its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement and such material default continues for more than ten (10) days after written notice from PurchaserPurchaser (it being acknowledged, however, that no such cure period shall be applicable to a default by Seller to deliver to Purchaser the deliveries specified under section 5.2 by Closing or sell the Transferred REIT Interests (UTI) as required by this Contract on the Closing Date), then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations under this Contract, including, without limitation, to deliver the Transferred REIT Interests (UTI) Assignment pursuant to this Agreement Contract (but not damages); ) or (iib) give a Termination Notice Purchaser may deliver written notice to Sellers’ Representative Seller of Purchaser’s decision to terminate this Agreement Contract, in which case this Contract shall terminate and be of no further force and effect subject to and except for the Properties for which there was Surviving Provisions. If Purchaser elects to seek specific performance in accordance with clause (a) in the immediately preceding sentence and subsequently receives a final judgement that such a defaultremedy is unavailable due to an act of Seller, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to reimburse Purchaser an amount equal to the Applicable Share (within ten (10) days of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to Seller’s receipt of Purchaser’s written notice and evidence of such costs) the actual third party out-of-pocket costs and expenses (including without limitation attorneys’ and consultants’ fees) incurred by Purchaser relating in connection with this Contract and/or the transaction contemplated hereby up to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for a maximum reimbursement of such out-of-pocket costs to Purchaser related to breaking the rate lock shall not exceed of $2,000,000 250,000 in the aggregate regardless aggregate. Purchaser may seek specific performance of Seller’s obligations under this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) deliver all Closing deliveries (other than the number Purchase Price) to Escrow Agent in accordance with the requirements of terminated Properties)this Contract, andincluding, if Sellers’ without limitation, Section 2.2.35.3; (ii) not otherwise be in material default under this Agreement resulted from an intentional action Contract; and (iii) file suit therefor with the court on or inaction of Sellers taken in bad faith before ninety (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender90) that causes one (1) or more of days after the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of all Purchaser Closing deliveries (other than the Purchase Price thereforPrice) to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, and Sellers have been afforded notice and Section 5.3; if Purchaser fails to file an opportunity to cure as provided above but have failed to so cure). The amount of action for specific performance within ninety (90) days after the Termination Fee that may be collected by Closing Date, then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with Section 10.2(b) above. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the DepositSELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on DepositAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS PRIOR TO CLOSING OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT PRIOR TO CLOSING. THE IMMEDIATELY PRECEDING SENTENCE SHALL SURVIVE THE TERMINATION OF THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY SELLER OR PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH SELLER AND PURCHASER SPECIFICALLY WAIVES, FROM THE OTHER FOR ANY BREACH BY SELLER AND PURCHASER, OF THEIR RESPECTIVE REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. THE IMMEDIATELY PRECEDING SENTENCE SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY. NOTHING IN THIS SECTION 10.2 IS INTENDED TO LIMIT SELLER’S OBLIGATIONS OR LIABILITIES UNDER SECTIONS 6.2, 7.6 OR 7.7 HEREUNDER.

Seller Default. If Subject to Section 11.3 below, in the event Seller defaults (a Seller, “Seller Default”) under any of the material terms of this Agreement prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including Buyer shall be entitled as Buyer’s sole and exclusive remedy to sell its Property as required by either (A) terminate this Agreement and receive a refund of the Deposit, or (B) if the Seller Default was Seller’s failure to deliver the Deed and/or any other conveyance documents to Escrow Holder at Closing in breach of the Agreement, elect to pursue the remedy of specific performance of Seller’s obligation to deliver the Deed and any such default continues other conveyance documents to Escrow Holder(without any damages of any kind), provided that (i) any such suit for more than ten specific performance must be filed within thirty (1030) days after written notice from Purchaserthe Scheduled Closing Date, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or and (ii) give a Termination Notice Buyer shall have the sole and exclusive burden of proof in any specific performance proceeding to Sellers’ Representative of Purchasershow that, but for Seller’s decision Default, Buyer was ready, willing and able to terminate this Agreement for fund the Properties for which there was such a default, proceed to Closing Purchase Price on the remaining PropertiesClosing Date and that Buyer will stand ready, willing and able to fund the applicable Purchase Price should Buyer prevail at the conclusion of any such specific performance action. Seller shall pay have no liability to Purchaser an amount equal to the Applicable Share of the Deposit Buyer under any circumstances for the terminated Propertiesany damages, Return on Deposit on the Applicable Share amount (including, without limitation, consequential or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action punitive damages or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely damages suffered as a result of such action or inaction, Buyer’s failure to timely complete a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under tax-deferred exchange. As material consideration to Seller’s entering into this Agreement with respect Buyer, Buyer waives any right (a) to pursue an action for the other remaining Properties, including delivery specific performance of this Agreement; and (b) to record or file a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Purchase Price thereforProperty, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)except for, or in connection with, the proper exercise by Buyer of its remedy of specific performance under clause (b) of this Section 11.2. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000NOTHING IN THIS SECTION 11.2 SHALL, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the DepositHOWEVER, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionBE DEEMED TO LIMIT SELLER’S LIABILITY TO BUYER FOR SELLER’S INDEMNIFICATION OBLIGATIONS PROVIDED IN SECTION8.8 ABOVE OR FOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 12.13 BELOW.

Seller Default. If a SellerSeller (i) defaults in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Closing defaults in on its representations, warranties, covenants, covenants or obligations under this AgreementContract in any material way, including to sell its Property as required by this Agreement and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $100,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to close on the sale of the Property pursuant to this Agreement Contract (but not damages); or (ii) give , including injunctive and equitable relief and lis pendens to prevent the sale of the Property to a Termination Notice third party. Purchaser may seek specific performance of Seller's obligation to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing close on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share sale of the Deposit Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for the terminated Propertiesspecific performance, Return on Deposit on the Applicable Share amount Purchaser shall (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has x) not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from Contract in any material way; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of for specific performance within 90 days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller an assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials, exclusive of attorneys’ files and documents, legally privileged documents and internal or proprietary documents of Purchaser, paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a SellerIn the event that Seller breaches its obligations hereunder, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and if such default continues for more than breach is not cured within ten (10) days after from written notice thereof from PurchaserBuyer to Seller, thenthe Buyer may, at Purchaser’s electionas Buyer's sole and exclusive remedies, Purchaser may either either: (i) if Purchaser has closed on elect to terminate this Agreement and receive the remaining Properties for Deposit, in which there has been no event this Agreement shall be null and void without further recourse to either party hereto, (ii) waive such default allegedand consummate the transactions contemplated hereby in accordance with the terms of this Agreement, seek or (iii) take legal actions necessary to compel Seller's specific performance hereunder (it being acknowledged that damages at law would be an inadequate remedy), and to consummate the transaction contemplated by this Agreement in accordance with the provisions of this Agreement. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within thirty (30) days after the occurrence of Seller's default. Buyer agrees that its failure to timely commence such an action for specific performance within such thirty (30) day period shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the defaulting Seller’s obligations Property. In no event shall Seller be liable to Buyer for any other remedies, including any claims for any damages (except as expressly provided under item (i) above), including, without limitation, additional compensatory damages, special damages, consequential damages (including, without limitation, damages for lost profits, delay, changes in market conditions, etc.) or punitive damages, based upon any breach or default under this Agreement or any other act, error or omission by Seller (including lost profits) or punitive damages based upon any breach of this Agreement, including, without limitation, breaches of representation or warranty. Buyer further agrees that recourse for any liability of Seller under this Agreement or any document or instrument delivered simultaneously or in connection with or pursuant to this Agreement shall be limited as set forth herein, and (but i) solely to the Property, if Closing has not damages); or occurred, and (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for following the Properties for which there was such a defaultClosing, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery extent of the Purchase Price thereforallocated and distributed to Seller. In no event shall Buyer seek satisfaction for any obligation from any partners, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount members, managers, shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of the Termination Fee that may be collected by Purchaser Seller, nor shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share foregoing have any personal liability for any such obligations of Seller. Buyer further agrees that Buyer shall not seek satisfaction for any obligation from any partners, members, managers, shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of Seller (including, without limitation, the Designated Knowledge Party), nor shall any of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination foregoing have any personal liability for any such obligations of the Agreement with respect to the Property or Properties in questionSeller.

Seller Default. If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this AgreementContract, including to sell its the Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s electionelection and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $20,000 in aggregate, or (b) subject to the conditions below, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller's obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (a) deliver the total Purchase Price and all Purchaser Closing documents to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Section 2.2.3 and 5.3; (b) not otherwise be in default under this Contract; and (c) file suit therefore with the court on or before the 30th day after the Closing Date; if Purchaser fails to file an action for specific performance within 30 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (iia) give a Termination Notice above. Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, andWARRANTIES, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionOR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesCONSEQUENTIAL, including delivery of the Purchase Price thereforPUNITIVE, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior the sale of the Property is not consummated due to the Closingpermitted termination of this Agreement by Buyer as expressly provided in this Section 5.1 or due to the failure of a condition precedent set forth in Section 9.2(c) (except in the event that such condition precedent was not satisfied because of a default by Buyer under this Agreement), defaults the Deposit shall be returned to Buyer, Seller shall reimburse Buyer for Buyer’s actual reasonable out-of-pocket, third party costs and fees incurred by Buyer in connection with the transaction contemplated by this Agreement not to exceed a total aggregate amount of One Hundred Fifty Thousand and 00/Dollars ($150,000.00) (the “Transaction Costs”) and Buyer will have no liability hereunder except for the Surviving Obligations. If the sale of the Property is not consummated due to a breach or default by Seller in the performance of any of its representations, warranties, covenants, or obligations under this Agreement, including Buyer shall be entitled, as its sole and exclusive remedy, either: (a) to sell its Property as required by terminate this Agreement and such default continues receive the return of the Deposit, together with a reimbursement to Buyer for more than ten its Transaction Costs, whereupon the parties shall be released from all further obligations under this Agreement, except the Surviving Obligations; 257090980 v3 or (10b) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek to enforce specific performance of the defaulting Seller’s obligations sale of the Property pursuant to this Agreement (but not damages); or (ii) give a Termination Notice Agreement. Buyer shall be deemed to Sellers’ Representative of Purchaser’s decision have elected to terminate this Agreement and receive back the Deposit and a reimbursement of the Transaction Costs as set forth hereinabove if Buyer fails to file suit for specific performance against Seller in a court prescribed by Section 11.4 hereof, on or before sixty (60) days following the Properties for date upon which there Closing was such a default, proceed to Closing on the remaining Properties, have occurred (and the applicable Seller shall pay not be obligated to Purchaser an amount equal reimburse the Transaction Costs until Buyer has so elected or been deemed to have so elected). Notwithstanding the Applicable Share foregoing, nothing contained herein shall limit Buyer's remedies at law, in equity or as herein provided in the event Seller shall convey or encumber all or any interest in the Property to or in favor of a party other than Buyer in violation of the Deposit terms hereof. Except in connection with a claim brought under the preceding sentence, each of Seller and Buyer hereby waives any claim for the terminated Propertiesspecial, Return on Deposit on the Applicable Share amount (punitive, or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock consequential damages with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 this Agreement. Nothing in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser Section 5.1 shall be limited deemed to $8,000,000, regardless of the number of Sellers alleged limit a party’s right to have defaulted hereunder. Purchaser shall be entitled recover reasonable third-party attorneys' fees pursuant to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionSection 11.8.

Seller Default. If a the sale of the Property is not consummated due to Seller’s material default hereunder that is not cured within all applicable notice and cure periods, prior Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller and Escrow Agent, promptly after which the Deposit (except for the Independent Consideration, which shall be paid to Seller) shall be returned to Buyer, Seller shall pay to Buyer Buyer’s actual and reasonably documented out-of-pocket third party costs and expenses in connection with this transaction (including, without limitation, due diligence costs, attorneys’ fees and costs) in an amount not to exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00), and neither party shall have any further obligation to the Closingother hereunder except as otherwise expressly provided herein, defaults in its representations, warranties, covenants(b) waive the default and proceed to close the transaction contemplated herein without adjustment to the Purchase Price, or (c) provided that all of the conditions to Seller’s obligations to close have been satisfied and so long as Buyer is not then in default of any of its obligations under this AgreementAgreement beyond all applicable notice and cure periods, including and so long as specific performance is available under California law to sell its Property as cure Seller’s breach, seek specific performance of Seller’s obligations under this Agreement (but with no additional monetary recovery other than attorneys’ fees incurred in the specific performance litigation), provided that Buyer shall have reasonably demonstrated that it is prepared to deliver into escrow all funds required by this Agreement and otherwise satisfies all requirements for a specific performance remedy under California Law and files an action for specific performance within thirty (30) days of the date the Closing was to have occurred. Notwithstanding anything to the contrary contained herein, Seller shall not be deemed in default unless and until Buyer provides Seller with written notice of such default continues for more than ten and Seller fails to cure such default within five (105) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance Business Days of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result its receipt of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionwritten notice.

Seller Default. If a SellerSeller (i) defaults on its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Closing defaults in on its representations, warranties, covenants, covenants or obligations under this AgreementContract, including to sell its Property as required by this Agreement and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, at Purchaser’s election's election and as Purchaser's exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to close on the sale of the Property pursuant to this Agreement Contract (but not damages); or (ii) give a Termination Notice . Purchaser may seek specific performance of Seller's obligation to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing close on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share sale of the Deposit Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for the terminated Propertiesspecific performance, Return on Deposit on the Applicable Share amount Purchaser shall (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has x) not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 otherwise be in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of for specific performance within 90 days after the Closings not to occur solely as a result of such action or inactionClosing Date, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by then Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged deemed to have defaulted hereunderelected to terminate the Contract in accordance with subsection (a) above. Purchaser agrees that it shall be entitled promptly deliver to execute on the Guaranty for any Seller an assignment of the Applicable Share all of the DepositPurchaser's right, Return on Deposittitle and interest in and to (together with possession of) all plans, studies, surveys, reports, and Termination Fee if other materials paid for with the same are not returned within one (1) day after termination of the Agreement with respect out-of-pocket expenses reimbursed by Seller pursuant to the Property or Properties in questionfirst sentence of this Section 11.2. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller(i) Seller defaults in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 on the date required thereunder, or to close on the sale of the Property on the Closing Date, or (ii) prior to the Closing, Seller defaults in its representations, warranties, covenants, other covenants or obligations under this Agreement, including to sell its Property as required by this Agreement Contract and such default continues for more than ten (10) 10 days after written notice from Purchaser, then, provided that Purchaser is not in default under this Contract, at Purchaser’s election's election and as Purchaser's exclusive remedy, Purchaser may either (ia) if terminate this Contract, and all payments and things of value, including the Deposit, provided by Purchaser has closed on hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the remaining Properties for Deposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which there has been no default allegeddamages shall not exceed $50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s obligations obligation to deliver the Deed pursuant to this Agreement Contract (but not damages). Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (x) not otherwise be in default under this Contract; and (y) file suit therefor with the court on or before the 90th day after the Closing Date. If Purchaser fails to file an action for specific performance within 90 days after the scheduled Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (iia) give a Termination Notice above, Purchaser agrees that it shall promptly deliver to Sellers’ Representative Seller an assignment of all of Purchaser’s decision right, title and interest in and to terminate this Agreement for the Properties for which there was such a default(together with possession of) all plans, proceed to Closing on the remaining Propertiesstudies, surveys, reports, and other materials paid for with the applicable out-of-pocket expenses reimbursed by Seller shall pay to Purchaser an amount equal pursuant to the Applicable Share of the Deposit for the terminated Propertiesforegoing sentence. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated)AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties)BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, andCONSEQUENTIAL, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inactionPUNITIVE, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining PropertiesSPECULATIVE OR INDIRECT DAMAGES, including delivery of the Purchase Price thereforALL OF WHICH PURCHASER SPECIFICALLY WAIVES, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure)FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionPURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller, prior Seller fails to the Closing, defaults in perform its representations, warranties, covenants, or obligations under this Agreement, including and, except in the case of any obligation for which a specific deadline is set forth herein (including, by way of example, Seller's obligation to sell its close on the sale of the Property as required by this Agreement and (subject to the provisions of SECTION 2.1 hereof), for which no notice or opportunity to cure will be required), such default failure continues for more than ten a period of thirty (1030) calendar days after written notice from Purchaserthereof by Purchaser to Seller, then, at Purchaser’s electionspecifying with particularity the nature of Seller's failure to perform, Purchaser may either may, in its sole discretion, elect to: (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance cancel this Agreement by giving written notice to Seller and this Agreement will be deemed to be terminated as of the defaulting Seller’s obligations pursuant date of such notice, in which event Purchaser will be entitled to this Agreement (but not damages); an immediate return of the Deposits or (ii) give maintain an action for specific performance. Subsections (i) and (ii) of this SECTION 11.2(b) are the sole and only remedies of Purchaser against Seller except in the following circumstances: (i) a Termination Notice breach by Seller of a representation or warranty contained in SECTION 7.2 hereof, in which case Purchaser may seek to Sellers’ Representative recover Damages, subject to the limitations set forth in SECTIONS 7.3 and 11.2(e) hereof, and (ii) an intentional or fraudulent breach of Purchaser’s decision to terminate any covenant contained in this Agreement which is not enforceable by specific performance, in which case Purchaser may seek to recover Damages, subject to the limitations set forth in SECTION 11.2(e) hereof; provided, however, in no event will Seller be liable to Purchaser for any loss of profits or any other indirect, special, consequential, punitive or similar damages and Purchaser expressly waives its rights to any such remedies. Notwithstanding the Properties characterization of any provisions of this Agreement as representations and warranties, Seller will not be liable for which there was such a defaultloss of bargain or punitive, proceed to Closing on the remaining Propertiestreble or other measures of damages, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall will be limited to $8,000,000, regardless of the number of Sellers alleged remedies set forth herein and Purchaser expressly waives its rights to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in questionother remedies.