Common use of Seller Default Clause in Contracts

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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 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 other covenants representations, warranties, covenants, or obligations under this Contract (other than such Seller’s obligation Agreement, including to close on the sale of such Seller’s sell its Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy’s election, Purchaser may either (ai) subject to if Purchaser has closed on the conditions belowremaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligation to deliver its Deed obligations pursuant to this Contract Agreement (but not damages), ; or (bii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract Agreement for the Property Properties for which there was such a default default, proceed to Closing on the remaining Properties, and receive a return the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share 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 terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property other Properties for which this Contract Agreement has not been terminated), which 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 $75,000 per 2,000,000 in the aggregate regardless of the number of terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only ifProperties), as a condition precedent to initiating such litigation for specific performanceand, Purchaser first shall (i) not otherwise be in if Sellers’ default under this Contract 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 (ii) file suit therefor with the court on or before the ninetieth (90th1) day after termination of 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 Agreement with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant respect to the foregoing 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 REMEDYProperty or Properties in question.

Seller Default. If prior to Closing Seller fails to perform any of its material obligations or is otherwise in default hereunder, in either case, after Buyer provides to Seller written notice of such default and Seller fails to cure such default within three (3) Business Days after receipt of such default notice, or if Seller willfully causes the failure of a Seller defaults (i) condition precedent pursuant to Section 5.4 hereof, Buyer shall have the right to exercise any or all of the following remedies: 6.2.1 Waive such failure and proceed to the Closing with no reduction in its obligations hereunder the Purchase Price; provided, however, that this provision will not limit Buyer’s right to deliver receive reimbursement for attorney’s fees pursuant to Section 9.8 below in connection with any legal proceedings instituted by either party or Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderenforcement of this Agreement, nor waive or (ii) to close on the sale of such affect Seller’s Property on indemnity obligations under this Agreement or Buyer’s rights to enforce those indemnity obligations, nor waive or affect any of the Seller’s other obligations under this Agreement to be performed after the Closing Dateor Buyer’s rights to enforce those obligations. 6.2.2 Exercise any of its other rights or remedies Buyer may have at law or in equity, thenincluding without limitation an action for specific performance to cause Seller to convey the Property to Buyer pursuant to the terms and conditions of this Agreement. 6.2.3 Terminate this Agreement by notice to Seller and Escrow Agent to that effect, provided that Purchaser is to recover the full amount of the Deposit (and any interest accrued thereon), to receive reimbursement of Buyer’s actually incurred out of pocket costs in conjunction with the Agreement and to recover all damages and seek such other relief at law or in equity to which Buyer may be entitled as a result of Seller’s breach. Notwithstanding anything to the contrary, Buyer shall not be required to fund the balance of the Purchase Price in default order to enforce its remedies under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may exercise its rights set forth Agreement. 6.2.4 Notwithstanding anything contained in this Section 10.2 without any further opportunity of such Seller to receive notice or to cure such default. If a Seller, prior 6.2 to the Closingcontrary, defaults in its other covenants Buyer shall not be entitled to recover punitive or obligations consequential damages resulting from any breach or default by Seller under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYAgreement.

Seller Default. If a In the event Seller defaults breaches or fails, without legal excuse, to complete the sale of the Property or to perform its obligations under this Agreement and such failure continues for five (5) business days after notice to Seller, Buyer may, as its sole remedy therefor, subject to the next paragraph of this Section 10.2, either (i) in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to enforce specific performance of this Agreement against Seller, provided that any action for specific performance shall be commenced within sixty (60) days after such Seller on the date required thereunderdefault, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement and receive a return of the Allocated Deposit Amount and be reimbursed by Seller 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct actual and actual 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 Deposit (together with any interest earned thereon) and be reimbursed by Seller for its actual and substantiated out-of-pocket costs (documented and expenses in an amount not to exceed $100,000. In the latter case, if requested by paid invoices Seller in writing, Buyer shall deliver to Seller copies of all surveys, title commitments, engineering reports, environmental audits and other third parties) party studies and reports generated by or for Buyer in connection with the Property for which except to the extent the same are proprietary to Buyer. Notwithstanding anything to the contrary contained in this Contract has been terminatedAgreement, which damages 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 not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting be strictly limited to Seller’s obligation to deliver interest in the Deed pursuant to this Contract only ifProperty, as a condition precedent to initiating such litigation for specific performanceand 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 their constituent partners) or any member, Purchaser first shall (i) not otherwise be in default under this Contract and (ii) file suit therefor with director, officer, employee, beneficiary or shareholder of any of the court on or before the ninetieth (90th) day after the Closing Dateforegoing. Purchaser Buyer agrees that it Seller shall promptly deliver have no liability to each Buyer for any breach of Seller’s covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller an assignment to Buyer, or under any law applicable to the Property or this transaction unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand Dollars ($25,000.00) (the “Floor”), in which event the full amount of all 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 PurchaserSeller’s rightcovenants, title and interest in and 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, shall be limited to Buyer’s actual damages, up to (together with possession ofbut not exceeding) all plans, studies, surveys, reportsOne Million Five Hundred Thousand Dollars ($1,500,000.00) in the aggregate, and that in no event shall Buyer be entitled to seek or obtain any other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 PURCHASERdamages of any kind, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERSincluding, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONSwithout limitation, WARRANTIESconsequential, 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 REMEDYindirect or punitive damages.

Seller Default. If a Seller Seller, prior to the Closing, 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 thereundercovenants, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default obligations under this Contract, including to sell the Property as required by this Contract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property35,000 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 is not otherwise in default under this Contract and is ready, willing and able to consummate the Closing on the 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 shall not exceed $150,000 in the aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s '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); (ii) not otherwise be in default under this Contract Contract; and (iiiii) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER FOR ANY BREACH BY A SELLER, OF ITS REPRESENTATIONS, WARRANTIES WARRANTIES, OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY 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 defaults (i) in its obligations hereunder to deliver to Escrow Agent In the deliveries specified under Section 5.2 with respect to such Seller on event that the date required thereunder, or (ii) to close on the purchase and sale of such Seller’s the Property on the Closing Date, then, provided that Purchaser is not closed solely because of a breach or default by Seller hereunder which is not cured by Seller within ten (10) business days after notice of such default from Buyer (provided, however, that if the breach or default is not susceptible of cure within such time, Seller shall not be in breach or default under this Contractif it commences to cure within such ten (10) business day period and thereafter diligently prosecutes the cure to completion), at Purchaser's election and Buyer shall be entitled, as Purchaser's its 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to terminate this Agreement and to receive the conditions below, seek specific performance prompt return of the defaulting Seller’s obligation Deposit, and to deliver its Deed pursuant be reimbursed by Seller for the reasonable out-of-pocket costs and expenses actually paid by Buyer to this Contract third party consultants in connection with the transactions contemplated herein, as evidenced by invoices or receipts therefor (but such reimbursement not damagesto exceed One Million Dollars ($1,000,000.00)), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation obligations under this Agreement, provided that any such action for specific performance shall not limit the prevailing party’s right to recover its attorney’s fees and related legal costs as provided herein. These remedies are mutually exclusive and Buyer must elect, by notice to Seller and Escrow Agent no later than thirty (30) days after the scheduled Closing Date, which of these remedies Buyer wishes to pursue. If Buyer fails to deliver the Deed pursuant notice of its intent to this Contract only if, as a condition precedent to initiating such litigation commence an action for specific performanceperformance within said period, Purchaser first Buyer will be deemed to have elected to terminate this Agreement and receive the funds described in clause (a) above. Notwithstanding anything to the contrary above, the limitations of remedies in this Section 9.2 shall not apply to any obligation of Seller under this Agreement to (i) not otherwise be in default under this Contract indemnify, defend and hold Buyer harmless, (ii) file suit therefor comply with Section 11.19, or (iii) in the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaserevent Buyer is a “prevailing party,” pay Buyer’s rightcosts and expenses, title and interest in and to (together with possession of) all plansincluding, studieswithout limitation, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers reasonable attorneys’ fees pursuant to the foregoing 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 REMEDYSection 11.15.

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 ContractIf, 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 or any further opportunity of such Seller to receive notice or to cure such default. If a Seller, time prior to the Closing, defaults in Seller fails to perform its other covenants or obligations under this Contract Master Purchase and Sale Agreement in any material respect, which breach or default is not caused by a Purchaser Default, as hereinafter defined (other than such each, a “Seller Default”), then Purchaser, as its sole and exclusive remedies, may elect to: (i) terminate this Master Purchase and Sale Agreement by providing written notice to Seller, in which case, any amount of the Deposit 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 obligation to close on the sale of such Seller’s Property on the Closing DateCosts”), and such default continues for more than ten (10) days after written notice from Purchaser, then, provided that Purchaser is not in default the Parties shall have no further rights or obligations under this ContractMaster Purchase and Sale Agreement, at Purchaser's election and except as Purchaser's sole and exclusive remedy, Purchaser may either otherwise expressly provided herein; or (aii) subject to the conditions below, 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 defaulting 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 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 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 obligation 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 deliver its Deed 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 this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative Section 4.1.4 then the purchase price proceeds received by Purchaser shall offset that portion of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant Costs equal to the foregoing 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.purchase proceeds

Seller Default. If a Seller defaults (i) in defaults on 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 the Property on the Closing Date, then, provided that Purchaser is not in default or (ii) prior to the Closing defaults on its covenants or obligations under this Contract, and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (which must be documented by paid invoices to third parties) parties in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property300,000.00 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller's obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s 's obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an a quitclaim assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 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 other covenants representations, warranties, covenants, or obligations under this Contract, including to sell the Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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, provided that Purchaser is not in default under this Contract, at Purchaser's ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may 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 conditions below, seek specific performance destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket out‑of‑pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 50,000 in aggregate, or (b) Purchaser may seek specific performance of defaulting Seller’s '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) but not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datedamages). Purchaser agrees that it shall promptly deliver to each Seller an assignment assignment, without recourse, of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 defaults If, at the Closing, (i) Seller is in default of any of its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderhereunder, or (ii) to close on the sale any of such Seller’s Property on representations or warranties set forth in Section 11.1 are untrue, inaccurate or incorrect when given, in any material respect, or (iii) the Closing Dateotherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, thenand any such circumstance described in any of clauses (i), provided that Purchaser is not in default under this Contract(ii) or (iii) continues for five (5) business days after written notice from Buyer to Seller, at Purchaser's election and which written notice shall detail such default, untruth or failure, as Purchaser's applicable, then Buyer shall have the right, to elect, as its 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (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 Costs”), in which case, the conditions below, seek specific performance parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)Agreement, or (b) give a Termination Notice waive the condition and proceed to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If PurchaserClosing, pursuant to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages or (but without limiting its right to 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 partiesc) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting this Agreement by Seller’s obligation to deliver the Deed pursuant to this Contract only if, as . As a condition precedent to initiating such litigation Buyer exercising any right it may have to bring an action for specific performanceperformance hereunder, Purchaser first Buyer must commence such an action within ninety (90) days after the occurrence of Seller’s default. Buyer agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall (i) not otherwise be in 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 Property. Notwithstanding the foregoing, if by Seller’s affirmative acts the remedy of specific performance has been rendered unavailable to Buyer, Buyer shall have and may assert against Seller as a result of Seller’s default under this Contract Agreement, any and (ii) file suit therefor with all rights available at law and in equity, without imposition of the court limitations in this Agreement on Buyer’s rights, remedies or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYdamages.

Seller Default. If a Prior to Closing, if Seller and/or Existing Operator or any of their Affiliates party to the Separate PSA defaults (i) in on its obligations hereunder or under the Separate PSA, as applicable, to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller hereunder or under Section 5.2 of the Separate PSA on the date required thereunder, by the terms of this Agreement 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 ClosingSeparate PSA or, defaults in any material respect with respect to any of its other representations, warranties, covenants or obligations under this Contract (other than such Seller’s obligation to close on Agreement or the sale of such Seller’s Property on the Closing Date)Separate PSA, and such default continues for more than ten (10) days Business Days after written notice from Purchaser, then, provided that then Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either shall have the right to (a) terminate this Agreement, whereupon (i) the Deposit shall be returned to Purchaser, and (ii) Seller and Existing Operator shall pay to Purchaser all documented out-of-pocket costs and expenses incurred by Purchaser and JV Partner in connection with this Agreement and the 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 obligations 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 and Existing Operator’s obligation to deliver its Deed consummate the Transactions pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated PropertyAgreement. Purchaser may seek specific performance of defaulting Seller’s and Existing Operator’s obligation to deliver close on the Deed sale of the Property pursuant to this Contract Agreement only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Agreement beyond the applicable notice and cure periods, and (iiy) file suit therefor with the court on or before the ninetieth (90th) 90th day after the Closing Datedelivery of written notice of the default. If Purchaser agrees that it fails to file an action for specific performance within such 90 day period, then Purchaser shall promptly deliver be deemed to each Seller an assignment of all of Purchaser’s righthave elected to terminate this Agreement in accordance with subsection (a) above. SELLER, 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 pursuant to the foregoing sentence. SELLERS EXISTING OPERATOR 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 PRIOR TO CLOSING AGAINST SELLERS, SELLER AND EXISTING OPERATOR BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER AND/OR EXISTING OPERATOR OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACTTRANSACTIONS. UNDER NO CIRCUMSTANCES MAY SHALL PURCHASER SEEK OR BE ENTITLED TO RECOVER DAMAGES PRIOR TO CLOSING (INCLUDING ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES), ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLERS SELLER OR EXISTING OPERATOR FOR ANY BREACH BY A SELLER, SELLER OR EXISTING OPERATOR OF ITS REPRESENTATIONSPRE-CLOSING COVENANTS, WARRANTIES OR COVENANTS SELLER’S REPRESENTATIONS OR ITS OTHER 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 REMEDYAGREEMENT.

Seller Default. If a In the event Seller defaults fails, without legal excuse, to complete the sale of the Property, Buyer may, as its sole remedy therefor, either (i) in its obligations hereunder enforce specific performance against Seller of Seller’s obligation to deliver convey to Escrow Agent Buyer such title to the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderProperty as is then held by Seller, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent(provided Seller has been given written notice and a reasonable opportunity to cure the failure not to exceed 15 days). If Purchasera willful default by Seller makes the remedy of specific performance set forth in clause (i) unavailable (or does not render such specific performance unavailable, pursuant but means title to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a defaultwould not be in the condition required hereunder), then Purchaser may recover, Buyer shall as its sole recoverable damages (but without limiting its right to receive a refund part of the Allocated Deposit Amount for such terminated Property), remedy set forth in clause (ii) also be entitled to recover its direct third party out of pocket costs and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminated, which damages shall transaction up to but not to exceed $75,000 per terminated Propertyin the aggregate. Purchaser may seek specific performance of defaulting 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 (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 obligation interest in the Property (or upon consummation of the transaction contemplated hereunder, to deliver the Deed pursuant 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 foregoing. Buyer agrees that Seller shall have no liability to 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 Contract only iftransaction, as a condition precedent 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 valid claims shall be actionable, up to initiating 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 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 limited to Buyer’s actual damages not in excess of Three Hundred Sixty Four Thousand and No/100 Dollars ($364,000.00) (the “Cap”) in the aggregate for all such litigation breaches collectively, and that in no event shall Buyer be entitled to 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 parties obligations under Section 14 below regarding brokerage commissions for specific performance, Purchaser first shall (i) not otherwise be this sale of the Property from Seller to Buyer and the express indemnities set forth in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing DateDocuments. Purchaser agrees that it Seller shall promptly deliver retain a net worth following Closing of the Cap amount for the 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 intended to each Seller an assignment of all of Purchaserderogate from the additional limitations placed on Seller’s right, title and interest pre-Closing liability under the preceding grammatical paragraph or elsewhere 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 pursuant to the foregoing 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 REMEDYthis Agreement.

Seller Default. If a In the event Seller defaults or fails, without legal excuse, to complete the sale of the Property, Buyer may, as its sole remedy therefor, either (i) in its obligations hereunder enforce specific performance against Seller of Seller’s obligation to deliver convey to Escrow Agent Buyer such title to the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderProperty as is then held by Seller, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent(provided Seller has been given written notice and a reasonable opportunity to cure the failure not to exceed 15 days). If Purchasera willful default by Seller makes the remedy of specific performance set forth in clause (i) unavailable (or does not render such specific performance unavailable, pursuant but means title to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a defaultwould not be in the condition required hereunder), then Purchaser may recover, Buyer shall as its sole recoverable damages (but without limiting its right to receive a refund part of the Allocated Deposit Amount for such terminated Property), remedy set forth in clause (ii) also be entitled to recover its direct third party out of pocket costs and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminated, which damages shall transaction up to but not to exceed $75,000 per terminated Propertyin the aggregate. Purchaser may seek specific performance of defaulting 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 (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 obligation interest in the Property (or upon consummation of the transaction contemplated hereunder, to deliver the Deed pursuant 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 foregoing. Buyer agrees that Seller shall have no liability to 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 Contract only iftransaction, as a condition precedent 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 valid claims shall be actionable, up to initiating 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 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 limited to Buyer’s actual damages not in excess of Four Hundred Thirty Four Thousand Two Hundred Fifty Dollars ($434,250.00) (the “Cap”) in the aggregate for all such litigation breaches collectively, and that in no event shall Buyer be entitled to 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 parties obligations under Section 14 below regarding brokerage commissions for specific performance, Purchaser first shall (i) not otherwise be this sale of the Property from Seller to Buyer and the express indemnities set forth in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing DateDocuments. Purchaser agrees that it Seller shall promptly deliver retain a net worth following Closing of the Cap amount for the 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 intended to each Seller an assignment of all of Purchaserderogate from the additional limitations placed on Seller’s right, title and interest pre-Closing liability under the preceding grammatical paragraph or elsewhere 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 pursuant to the foregoing 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 REMEDYthis Agreement.

Seller Default. If a Seller Seller, prior to the Closing, defaults (i) in its covenants, or obligations hereunder under this Contract, including to deliver to Escrow Agent sell the deliveries specified under Section 5.2 Property as required by this Contract and, other than with respect to Seller's obligation to sell the Property as required by this Contract, such Seller on the date required thereunder, or (ii) to close on the sale of such Seller’s Property on the Closing Datedefault continues for more than 10 days after written notice from Purchaser, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser and Seller shall pay to Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller's obligation to deliver the Deed pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s '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; (ii) not otherwise be in default under this Contract Contract; and (iiiii) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 In the event Seller defaults breaches or fails, without legal excuse, to complete the sale of the Property or to perform its obligations under this Agreement, Buyer may, as its exclusive remedy therefor, subject to the next paragraph of this Section 10.2, either (i) in its obligations hereunder enforce specific performance of this Agreement against Seller (provided that Buyer shall be deemed irrevocably to deliver to Escrow Agent have waived this remedy unless it institutes suit seeking specific performance within forty-five (45) days of the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderscheduled time of Closing), 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If PurchaserDeposit, pursuant to except that in the case of any provision breach of this Section 10.2a representation, elects to terminate this Contract for warranty or covenant of Seller which survives the Property for which there was a defaultclosing, then Purchaser may recoverif Buyer closes, Buyer shall be entitled, as its sole recoverable remedy, to recover its actual damages therefor. 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, (but without limiting its right to receive a refund or upon consummation of the Allocated Deposit Amount for such terminated Propertytransaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller), its direct 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 members (or their constituent members or partners) or any member, director, officer, employee, beneficiary or shareholder of any of the foregoing. Buyer agrees that Seller shall have no liability to 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 breaches collectively aggregate more than Twenty-Five Thousand Dollars ($25,000.00) (the “Floor”), 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 agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual out-of-pocket expenses and costs damages not in excess of Five Hundred Fifty Thousand Dollars (documented by paid invoices to third parties$500,000.00) in connection with the Property for which this Contract has been terminatedaggregate (the “Cap”), which and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages, provided, however, the foregoing cap on liability shall not exceed $75,000 per terminated Property. Purchaser apply to any of the amounts that may seek specific performance be owing to Buyer under the provisions 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 default under this Contract Sections 14 and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDY8.1 herein.

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 other covenants representations, warranties, covenants, or obligations under this Contract, including to sell the Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may 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 the conditions below, seek specific performance of the defaulting SellerPurchaser’s obligation under Section 3.5.2 to deliver its Deed pursuant return or certify the destruction of all Third-Party Reports and information and Materials provided to this Contract (but not damages), or (b) give Purchaser as a Termination Notice pre-condition to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 20,000 in aggregate, or (b) 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) but not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datedamages). 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 In the event Seller defaults shall: (ia) fail to sell, transfer and assign the Property to Purchaser in its obligations hereunder violation of the terms of this Agreement, and/or (b) breach on or prior to deliver to Escrow Agent the deliveries specified Closing any other obligation or covenant made or granted by Seller under Section 5.2 with respect to such Seller on the date required thereunderthis Agreement, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser which breach is not in default under this Contractcured within five (5) business days after receipt of written notice from Purchaser, at Purchaser's election and then Purchaser shall, as Purchaser's 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 exercise its rights set forth in this Section 10.2 without any further opportunity of such Seller to receive notice or to cure such defaultonly bring a claim for actual damages. If a SellerIf, prior to the after Closing, defaults Seller is in its other covenants default of one or more of Seller’s obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)Agreement, and such default continues for more than ten a period of five (105) business days after written notice from Purchaser, then, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedynotice, Purchaser may either (a) pursue a claim for actual damages only and any such claim shall be subject to the conditions below, seek specific performance terms and provisions of the defaulting Seller’s obligation to deliver its Deed pursuant to Section 5.3 of this Contract (but not damages)Agreement, or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract pursue an action for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation the post-closing obligations of Seller hereunder. Purchaser specifically waives any and all right to deliver 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 Deed pursuant Closing and elects to this Contract only ifconsummate the Closing, then (x) the default or misrepresentation shall be treated as a condition precedent to initiating such litigation for specific performancewaived by Purchaser and (y) at Closing, Purchaser first shall (i) not otherwise be in default under this Contract and (ii) file suit therefor with deemed to have accepted the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant Property subject to the foregoing 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 REMEDYdefault or misrepresentation without any reduction in the Purchase Price and without any Claims against Seller on account of the default or misrepresentation.

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 defaults (i) default by Purchaser under this Agreement, or shall otherwise be in default 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)hereunder, and shall not have cured such default continues for more than within ten (10) days after written receipt of notice thereof from Purchaser, then, provided that Purchaser is not in default under this Contract, at Purchaser's election and shall have as Purchaser's its sole and exclusive remedy, Purchaser may either remedy hereunder the right to either: (a) subject to terminate this Agreement and have the conditions below, Deposit and interest accrued thereon returned; or (b) seek specific performance of this Agreement. In the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, event that Purchaser elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 performanceunder Section 9.2(b) above, Purchaser first shall hereby agrees that: (i) not otherwise Purchaser shall bring such action within ninety (90) days after the scheduled Date of Closing, or else such remedy shall be in default under this Contract deemed waived; and (ii) file suit therefor with in no event shall Seller be obligated to undertake any of the court 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 3.4 above) or post a bond to remove or insure over a title defect or encumbrance or to correct any matter shown on a survey of the Property except a title defect created by the act, or before the ninetieth (90th) day omission to act, by Seller from and after the Closing Datefull execution of this Agreement by the parties; (C) secure any permit, approval, or consent with respect to the Property or Seller's conveyance thereof; or (D) expend any money to repair, improve or alter the Property or any portion thereof. If Purchaser agrees that it shall promptly deliver to each Seller not institute an assignment action for specific performance within ninety (90) days after the Date of all Closing, time being of Purchaser’s right, title and interest in and to (together with possession of) all plans, studies, surveys, reportsthe essence, and other materials paid for with Purchaser has not then elected to waive such default by Seller, Purchaser shall be deemed to have elected to exercise the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYremedy set forth in Section 9.2(a) above.

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 ContractIf, 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 or any further opportunity of such Seller to receive notice or to cure such default. If a Seller, time prior to the Closing, defaults in Seller fails to perform its other covenants or obligations under this Contract Agreement in any material respect, which breach or default is not caused by a Buyer Default, as hereinafter defined (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Dateeach, a “Seller Default”), and such default continues for more than ten (10) days after written notice from Purchaserthen Buyer, then, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's its sole and exclusive remedyremedies, Purchaser may either elect to (a) terminate this Agreement by providing written notice to Seller, subject to the conditions belowprovisions of Section 14.20, obtain a prompt return of the ▇▇▇▇▇▇▇ Money, and recover from Seller any damages to which Seller is entitled as a matter of law for the Seller Default and termination of this Agreement prior to Closing, up to, but not exceeding the sum of Seventy-Five Thousand Dollars ($75,000.00), inclusive of legal fees, court costs and expenses of Buyer incurred in recovering the amount due; or (b) seek specific performance of the defaulting Seller’s obligation obligations under this Agreement; or (c) waive any Seller Default at or prior to deliver the Closing and proceed to the Closing without any abatement of the Purchase Price and subject to any condition caused or created by the Seller Default. If Buyer intends to seek specific performance of Seller’s obligations under this Agreement, it must commence such action within sixty (60) days following the earlier of expiration of the Seller Cure Period or the date of such Seller Default otherwise such right shall be deemed waived by Buyer. Notwithstanding anything to the contrary in this Agreement, Buyer shall not have the right to exercise its Deed pursuant remedies under this Section 10.2 for a Seller Default, unless Buyer has provided written notice to this Contract Seller specifying, in reasonable detail, the nature of Seller Default, and Seller has not cured Seller Default within thirty (but not damages)30) days after Seller’s receipt of such notice, or the scheduled Closing Date, whichever is earlier (bthe “Seller Cure Period”). Notwithstanding anything to the contrary contained herein, Seller shall have no right to cure an intentional and willful breach of a representation, warranty or covenant of Seller contained herein. If Seller takes any action prior to expiration of the period for Buyer to commence a specific performance action, which would prevent Buyer from being able to enforce a judgment of specific performance requiring consummation of the sale of the Property to Buyer, then the limitation on Buyer’s right to damages in clause (a) give above shall not be applicable, and Buyer shall entitled to any and all damages available as a Termination Notice to Sellers’ Representative matter of Purchaser’s decision to terminate this Contract law for the Property Seller Default. Notwithstanding anything to the contrary contained in this Agreement, no claim for which there was such a default and receive a return breach of any representation or warranty of Seller shall be actionable or payable unless each of the Allocated Deposit Amount following conditions is satisfied (i) the breach in question results from or is based on a condition, state of facts, or other matter which was not actually known or disclosed to Buyer prior to Closing, and (ii) the valid claims for all such Property from Escrow Agentbreaches together with all indemnification obligations of Seller, if any, collectively aggregate more than One Hundred Thousand Dollars ($100,000.00) in which event all claims, not just those in excess of such amount shall be actionable. If Purchaser, pursuant to Notwithstanding any provision of this Section 10.2Agreement to the contrary, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages no event shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s aggregate liability to Buyer for breach or cost to cure any breach or perform any obligation related to deliver any representation or warranty of Seller in this Agreement or in the Deed pursuant Closing Certificate, breach of any covenant or obligation (other than indemnification obligations for third-party claims) of Seller in this Agreement, and/or any action to this Contract only if, as cure a condition precedent Seller Default or to initiating such litigation incur costs related to a demand for specific performance, Purchaser first taken in the aggregate with any other claims by Buyer against Seller (including any attorneys’ fees) exceed Four Hundred Thousand Dollars ($400,000.00) and any damages, claims, or losses in excess of such amount are waived and released forever and any claims, proceedings, and/or causes of action brought or commenced against Seller will be limited to and not exceed Four Hundred Thousand Dollars ($400,000.00). However, this paragraph shall not be applicable to any claim of Buyer for an amount due to it for (ia) not otherwise be breaches of Seller’s warranties and representations in default under this Contract Section 5.1.1 through 5.1.4, (b) any amounts payable by Seller pursuant to Sections 8.1 through 8.5, (c) any taxes, fees, or charges payable by Seller for any period prior to the Closing for which Buyer has successor liability as a matter of law, and (iid) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver Seller’s indemnification obligations related 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, reportsthird party claims made against Buyer, and other materials paid for with such claims and payments of them shall not be counted against the out-of-pocket expenses reimbursed by Sellers pursuant limitation on Seller’s liability or subject to the foregoing 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 REMEDYminimum claim amount.

Seller Default. If a (a) If, prior to Closing, Seller defaults (i) is in its obligations hereunder default of this Agreement or in breach of any representation or warranty as and when made in this Agreement and Buyer has knowledge thereof prior to the Closing, then Buyer shall deliver to Escrow Agent Seller written notice of such default or breach, which notice shall describe the deliveries specified under Section 5.2 nature of the default or breach, and Seller shall have a period of five (5) days to cure same. If such default or breach remains uncured beyond the five (5) day period described above (it being understood by the parties that, with respect to such Seller on the date required thereunderany breach of a representation or warranty, or (ii) to close on the sale of such so long as Seller’s Property on curative actions result in the Closing Daterepresentation or warranty at issue then being true in “all material respects” (as defined in Section 8.1(c) above), thenthen said breach shall be deemed cured for purposes hereof), provided that Purchaser is not in default under this Contract, at Purchaser's election then Buyer may elect by written notice to Seller and as Purchaser's Buyer’s sole and exclusive remedy, Purchaser may exercise its rights in lieu of any and all other remedies at law or in equity to either: (i) to cancel this Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit and interest earned thereon (net of investment charges) shall be returned to Buyer, subject to the disbursement and payment release conditions set forth in Section 3.1, (ii) to maintain and bring a suit to specifically enforce the provisions of this Agreement within forty-five (45) days after the written notice of the breach (subject, however, in any event, to the provisions contained in Section 6.2 above), or (iii) waive the default at issue in writing and proceed to close the transaction contemplated by this Agreement in accordance with the other provisions of this Agreement. If Buyer does not notify Seller (b) In the event Seller is in default of this Agreement after Closing or if Buyer obtains knowledge, after Closing, of any pre-Closing Seller default or any breach of any representation or warranty as and when made in this Agreement, then, subject to the provisions of Section 6.2 above, and the survival periods expressly set forth in this Section 10.2 without any further opportunity of such Seller to receive notice or to cure such default. If a SellerAgreement, prior to Buyer shall have the Closingright, defaults in as its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property damages from Escrow AgentSeller on account thereof. 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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.ARTICLE 13

Seller Default. If a Seller defaults shall default in any of its obligations to be performed on the Closing Date, Purchaser, as its sole remedies by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser, to the extent legally permissible, following and upon advice of its counsel), shall have the right: (i) in its to seek to obtain specific performance of Seller's obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to hereunder, provided that any action for specific performance shall be commenced within one hundred and twenty (120) days after such Seller on the date required default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action; 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If Purchaser, pursuant to (together with any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Propertyinterest earned thereon), its direct and actual in which event Seller shall reimburse Purchaser on demand for all of Purchaser's out-of-pocket costs and expenses (including, without limitation, the cost of third-party reports, travel expenses and costs (documented by paid invoices to third partiesreasonable attorneys' fees and expenses) reasonably incurred in connection with this Agreement (but in no event shall the Property amount of such reimbursement exceed Fifty Thousand Dollars ($50,000) in the aggregate), it being understood that if Purchaser fails to commence an action for which this Contract has been terminated, which damages shall not exceed $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 within one hundred and twenty (120) days after such litigation for specific performancedefault, Purchaser first shall (i) not otherwise be in default deemed to have elected the remedy under this Contract and subpart (ii). If Purchaser elects or is deemed to have elected the remedy set forth in subpart (ii) file suit therefor with of the court on immediately preceding sentence, then upon return and delivery of the Deposit, this Agreement shall terminate and neither party hereto shall have any further rights or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver obligations hereunder, except for those rights and obligations expressly stated to each Seller an assignment survive expiration or termination 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 pursuant to the foregoing 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 REMEDYthis Agreement.

Seller Default. If a Seller Seller, prior to the Closing, 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 thereundercovenants, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default obligations under this Contract, including to sell the Property as required by this Contract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 50,000 in aggregate, or (b) subject to the conditions below, 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 default under this Contract Contract, and (ii) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 defaults (i) Purchaser to Elect to Either Terminate or Seek Specific ------------------------------------------------------- Performance. If (1) Seller is in material default or material breach of ----------- its obligations hereunder to deliver to Escrow Agent under this Agreement after the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderexpiration of any applicable notice and cure period(s), or (ii2) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not otherwise in material default under this Contractor material breach hereunder, and (3) the Closing does not occur, then, at Purchaser's election option, either (x) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, in which event this Agreement shall be null and as Purchaser's sole void, and exclusive remedy, Purchaser may exercise its neither party shall have any 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 other covenants or obligations under this Contract Agreement, or (other than such Seller’s obligation y) upon notice to close on the sale of such Seller’s Property on the Closing Date), and such default continues for Seller not more than ten (10) days after written notice from Purchaserthe designated Closing Date, thenand provided an action is filed within thirty (30) days thereafter, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation this Agreement, but not damages (except for any damages permitted under Sections 7.B.(ii), (iii) and (iv) below). Purchaser's failure to deliver seek specific performance as aforesaid shall constitute its election to proceed under clause (x) above. In the Deed pursuant event that Purchaser files an action to obtain specific performance in accordance with this Contract only ifSection 7.B.(i) with an alternate request for damages in accordance with Sections 7.B.(iii) or 7.B.(iv) below, as applicable, and Purchaser is the prevailing party in such a condition precedent specific performance action and/or such a damages action after issuance of a final, non-appealable order of a court of competent jurisdiction, Purchaser shall be entitled to initiating recover from Seller the reasonable costs and expenses incurred by Purchaser to file such litigation for suit. In the event that Purchaser files such an action and Purchaser is not the prevailing party in such a specific performance and/or damages action after issuance of a final, non-appealable order of a court of competent jurisdiction, Seller shall be entitled to recover from Purchaser the reasonable costs and expenses incurred by Seller to defend such suit. It is understood that in the event that Purchaser obtains specific performance, that Purchaser first shall (ino longer have the right to seek alternate claims for damage under Sections 7.B.(iii) not otherwise be in default under this Contract and 7.B.(iv) below. (ii) file suit therefor Specific Performance Not Available to Purchaser Because Seller -------------------------------------------------------------- has Sold Property Prior to Contract Termination. In the event that ----------------------------------------------- specific performance is not available to Purchaser in accordance with the court on or before the ninetieth (90thSection 7.B.(i) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each above because Seller an assignment of all of Purchaser’s righthas, 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 pursuant prior to the foregoing sentencedate designated hereunder for Closing, sold or conveyed the Property in violation of this Agreement and this Agreement has not theretofore been terminated in accordance with any provision of this Agreement and Purchaser is not otherwise in material default hereunder, Purchaser shall be entitled to pursue a claim against Seller due to such sale or conveyance in an amount equal to Seller's Profit (as hereinafter defined). 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 PURCHASERAs used herein, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERSthe term "Seller's Profit" shall mean the amount determined by subtracting the Purchase Price from the amount of net proceeds received by Seller from such sale and conveyance. In addition, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONSin the event that Purchaser files suit to pursue such claim and Purchaser is the prevailing party after issuance of a final, WARRANTIESnon-appealable order of a court of competent jurisdiction, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACTPurchaser shall be entitled to recover from Seller the reasonable costs and expenses incurred by Purchaser to file such suit. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIALIn the event that Purchaser files such an action and Purchaser is not the prevailing party in such a suit after issuance of a final, CONSEQUENTIALnon-appealable order of a court of competent jurisdiction, 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 REMEDYSeller shall be entitled to recover from Purchaser the reasonable costs and expenses incurred by Seller to defend such suit.

Seller Default. If a (a) If, prior to Closing, Seller defaults (i) is in its obligations hereunder default of this Agreement or in breach of any representation or warranty as and when made in this Agreement and Buyer has knowledge thereof prior to the Closing, then Buyer shall deliver to Escrow Agent Seller written notice of such default or breach, which notice shall describe the deliveries specified under Section 5.2 nature of the default or breach, and Seller shall have a period of five (5) days to cure same. If such default or breach remains uncured beyond the five (5) day period described above (it being understood by the parties that, with respect to such Seller on the date required thereunderany breach of a representation or warranty, or (ii) to close on the sale of such so long as Seller’s Property on curative actions result in the Closing Daterepresentation or warranty at issue then being true in “all material respects” (as defined in Section 8.1(c) above), thenthen said breach shall be deemed cured for purposes hereof), provided that Purchaser is not in default under this Contract, at Purchaser's election then Buyer may elect by written notice to Seller and as Purchaser's Buyer’s sole and exclusive remedy, Purchaser may exercise in lieu of any and all other remedies at law or in equity to either: (i) to cancel this Agreement, in which event the E▇▇▇▇▇▇ Money Deposit and interest earned thereon (net of investment charges) shall be returned to Buyer, subject to the disbursement and payment release conditions set forth in Section 3.1, (ii) to maintain and bring a suit to specifically enforce the provisions of this Agreement within forty-five (45) days after the written notice of the breach (subject, however, in any event, to the provisions contained in Section 6.2 above), or (iii) waive the default at issue in writing and proceed to close the transaction contemplated by this Agreement in accordance with the other provisions of this Agreement. If Buyer does not notify Seller of its rights election on or before the scheduled Closing Date (or five (5) days after Buyer’s delivery of its notice of default, if earlier), Buyer shall be deemed to have elected option (iii) above. (b) In the event Seller is in default of this Agreement after Closing or if Buyer obtains knowledge, after Closing, of any pre-Closing Seller default or any breach of any representation or warranty as and when made in this Agreement, then, subject to the provisions of Section 6.2 above, and the survival periods expressly set forth in this Section 10.2 without any further opportunity of such Seller to receive notice or to cure such default. If a SellerAgreement, prior to Buyer shall have the Closingright, defaults in as its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property damages 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court Seller on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYaccount thereof.

Seller Default. If a Seller defaults (i) in Purchaser shall perform all of its obligations hereunder in full compliance with the terms hereof and if all conditions 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on have been satisfied (provided Purchaser shall not be required to tender the sale of such Purchase Price to Seller’s Property on the Closing Date), and such default continues for more than ten (10) days after written notice from Purchaser, then, provided that Purchaser is not 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 this ContractSection 9.2 is caused by or is a result of a breach by Seller of any representation, at warranty, covenant, term, provision, agreement or obligation of Seller hereunder, then Purchaser's election and as Purchaser's ’s sole and exclusive remedy, Purchaser may remedy shall be to either (a) subject file an action to the conditions below, seek obtain specific performance of Seller’s obligations hereunder, it being acknowledged and agreed that the defaulting 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 contrary contained in this Section, 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 deliver its Deed pursuant close have been satisfied (provided Purchaser shall not be required to this Contract (but not damagestender the Purchase Price to Seller), or and if Seller shall be in Willful Default (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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 defaultas hereinafter defined), then Seller shall reimburse Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s rightthird party costs, title fees and interest expenses (including, 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 to (together with possession of) the transactions contemplated hereunder and all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant agreements related to the foregoing sentencesale of the Company Interests to Purchaser up to a maximum of One Million Dollars ($1,000,000). 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 PURCHASERAs used in this Section 12.2, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERSthe term “Willful Default” shall mean Seller’s willful refusal to perform its obligation to sell, 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 REMEDYassign and convey to Purchaser the Company Interests in accordance with terms of this Agreement.

Seller Default. If In the event Seller fails or refuses to perform any of its 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 defaults 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 and convey the Property 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 attorneys' fees); or (b) to bring a suit for specific performance provided that any suit for specific performance must be brought within ninety (90) days of Seller's default, Buyer waiving the right to bring suit at any later date. Under no circumstances shall Buyer be entitled to pursue a suit for damages in connection with Seller's breach or default, except (i) to recover the Total Deposit (including any interest accrued thereon while in escrow) if Seller breaches its obligations hereunder obligation to deliver return the Total Deposit (including any interest accrued thereon) to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderBuyer, 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 Purchaserrecover Buyer'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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual out-of-pocket expenses and costs expenses, not to exceed One Hundred Thousand Dollars (documented $100,000), reasonably paid or incurred by paid invoices to third parties) Buyer in connection with this Agreement or the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s in the event clause (a) above applies and Seller willfully breaches its obligation to deliver sell and convey the Deed pursuant Property to this Contract only if, as a condition precedent to initiating Buyer (and such litigation for specific performance, Purchaser first shall willful breach is not cured or remedied by Seller within the five (i) not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th5) day after the Closing Date. Purchaser agrees that it shall promptly deliver period referred 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYabove).

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, materially defaults in its other covenants representations, warranties, covenants, or obligations under this Contract (other than such Seller’s obligation Contract, including to close on sell the sale of such Seller’s Property on the Closing Date)as required by this Contract, and such material default continues for more than ten (10) calendar days after written notice from PurchaserPurchaser (except with respect to Seller’s failure 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, provided that Purchaser is not in default under this Contract, at Purchaser's ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may 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 the conditions below, seek specific performance of the defaulting SellerPurchaser’s obligation under Section 3.5.2 to deliver its Deed pursuant return or certify the destruction of all Third-Party Reports and information and Materials provided to this Contract (but not damages), or (b) give Purchaser as a Termination Notice pre-condition to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 30,000 in aggregate, or (b) 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) but not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datedamages). Purchaser agrees that it shall promptly deliver to each Seller an assignment assignment, without recourse, 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 Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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.. article XI RISK OF LOSS OR CASUALTY

Seller Default. If a Seller defaults (ix) 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 other covenants or obligations under this Contract, including to sell the Property as required by this Contract or (other than such y) Solana Seller’s obligation , prior to close on the sale closing of such Seller’s the Solana Property, defaults in its covenants or obligations under the Solana Contract, including to sell the Solana Property on as required by the Closing Date)Solana 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions Conditions below, seek specific performance of the defaulting Seller’s obligation obligations to deliver its the Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow AgentContract. If Purchaser, pursuant to any provision of this Section 10.2, elects to terminate this Contract for is terminated, Purchaser shall recover the Property for which there was a default, then Deposit and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedProperty, which damages shall not exceed $75,000 per terminated Property50,000. 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 requirements of this Contract, including, without limitation, Section 5.3 (with the exception of Section 5.3.1); (ii) not otherwise be in default under this Contract Contract; and (iiiii) file suit therefor with the court on or before the ninetieth (90th) 90th day after the Closing Date. If this Contract is terminated, then 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 defaults (i) in defaults on 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 the Property on the Closing Date, then, provided that Purchaser is not in default or (ii) prior to the Closing defaults on its covenants or obligations under this Contract, and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s 's obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 defaults (i) in the observance or performance of its covenants and 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)hereunder, 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 s▇▇ 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, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance occurrence of the defaulting Seller’s obligation to deliver its Deed alleged default, unless Buyer is legally precluded from bringing such suit pursuant to this Contract (but not damages), bankruptcy law requirements within such one hundred and eighty day period or (bii) give a Termination Notice to Sellers’ Representative Terminate this Agreement by the delivery to Seller of Purchaser’s decision notice of such termination and Buyer shall be entitled to terminate all of its out-of pocket costs (including legal fees) incurred in connection with the transactions contemplated by this Contract for the Property for which there was such a default and receive a return Agreement payable within five (5) days of the Allocated Deposit Amount for such Property from Escrow Agent. If Purchaser, pursuant demand; provided however that Buyer shall not be able to recover any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 including legal fees) to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation extent Seller fails or is unable to deliver the Deed 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 Closing, Buyer’s rights to so Terminate this Contract only if, as a condition precedent to initiating such litigation Agreement or s▇▇ for specific performance, Purchaser first shall (i) not otherwise be are Buyer’s sole and exclusive remedies hereunder in the event of a default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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, reportshereunder by Seller, and Buyer hereby waives, relinquishes and releases any and all other materials paid for with the out-of-pocket expenses reimbursed by Sellers rights and remedies (except any that survive Closing or termination pursuant to the foregoing sentenceexpress provisions of this Agreement), including, but not limited to: (1) any right to s▇▇ for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. 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 REMEDYBuyer 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 Property.

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 other covenants or obligations under this Contract, including to sell its Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, Purchaser may seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) Purchaser may give a Termination Notice to Sellers’ Representative Sellers of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from the Escrow Agent. If Purchaser, pursuant less the Independent Contract Consideration (which Escrow Agent shall deliver to any provision the Sellers), and, if such default is a willful breach by Seller of this Section 10.2, elects its obligations to terminate this Contract for sell the Property for which there was and specific performance is not available to Purchaser as a defaultresult thereof, then Purchaser may recover, as its sole recoverable damages other than with respect to fraud (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property(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) in connection with (exclusive of the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Propertycost of any due diligence reports that are delivered to Sellers upon payment therefor pursuant to the terms of the Limited Access Agreement). Purchaser may seek specific performance of a defaulting Seller’s obligation to deliver the its Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ia) not otherwise be ready, willing and able to proceed to Closing but for Seller’s failure to convey the Properties and complete the Closing in default under accordance with the terms of this Contract and (iib) file suit therefor with the court on or before the ninetieth sixtieth (90th60th) day after the date from which Closing Date. would have occurred; if Purchaser agrees that it fails to file an action for specific performance within such time period, then Purchaser shall promptly deliver be deemed to each Seller an assignment of all of Purchaser’s right, title and interest have elected to terminate the Contract in and to (together accordance with possession ofSection 10.2(b) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentenceabove. 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, 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, FROM SELLERS FOR ANY BREACH BY A SELLER, THE OTHER PARTY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACTCONTRACT 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 defaults (i) in its obligations hereunder If Seller should default under this Agreement on or prior 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 ContractPurchaser, 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 remedy for such default. If a Seller, prior to shall have the Closing, defaults in its other covenants or obligations under this Contract right: (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default continues for more than ten (10A) days after written notice from Purchaser, 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 either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and Agreement, receive a return of the Allocated Deposit, in which case the Deposit Amount for such Property from Escrow Agent. If Purchaser, shall be returned to Purchaser pursuant to any provision Section 3, and recover monetary damages from Seller, up to an aggregate maximum amount of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages Six Million Dollars (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and $6,000,000) plus Purchaser’s actual out-of-pocket third-party expenses and costs (documented by paid invoices to third parties) incurred directly in connection with the negotiation of this Agreement and the conduct of due diligence and other activities preparatory to the consummation of the transaction contemplated by this Agreement, provided that Purchaser shall be deemed to have elected to receive back solely the Deposit and no further damages if Purchaser fails to file an action for damages against Seller in a court having jurisdiction in the county and state in which the Property for is located, on or before sixty (60) days following the date upon which this Contract has been terminatedClosing was to have occurred; (B) to proceed to Closing, in which damages case Purchaser shall not exceed $75,000 per terminated Property. be deemed to have waived such default upon the earlier of the consummation of the Closing or Purchaser’s prior written confirmation of the waiver of the identified default (which Seller shall have the right to require of Purchaser may in any event in connection and concurrent with any Closing); or (C) seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only if, as Agreement (which may include a condition precedent to initiating such litigation claim for specific performance, Purchaser first shall (i) not otherwise attorneys fees and costs incurred should Purchaser be the prevailing party in default under this Contract and such action for specific performance plus (ii) file suit therefor with the court on or before the ninetieth up to One Million Dollars (90th($1,000,000) day after 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 any other materials paid for with the verifiable out-of-pocket costs or expenses reimbursed paid to an unaffiliated third party suffered by Sellers Purchaser based directly on Seller’s default), provided that Purchaser (x) first shall have deposited all documents and funds required of Purchaser pursuant to Section 10 and shall have been (and shall continue to be) ready, willing and able to perform under this Agreement, (y) Purchaser shall be deemed to have waived its right to pursue specific performance if Purchaser fails to file a suit for specific performance against Seller on or before sixty (60) days following the scheduled Closing Date and (z) Purchaser acknowledges and agrees that if Purchaser files an action for specific performance and it is subsequently determined that such action for specific performance was wrongfully or improperly filed, Seller will be materially damaged as a result thereof and shall be entitled to any actual damages as Seller may suffer as a result of such action. Purchaser shall not have, and hereby waives, absolutely and irrevocably, the right to record a notice of pendency of action affecting the Real Property except in connection with a specific performance action permitted pursuant to the foregoing sentenceprovisions of this Section. 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 PURCHASERIn no event shall Sellers be liable to Purchaser for any consequential or punitive damages based upon any breach of this Agreement, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERSincluding breaches of representation or warranty. Subject to applicable principles of fraudulent conveyance, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONSin no event shall Purchaser seek satisfaction for any obligation from any shareholders, WARRANTIESofficers, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACTdirectors, employees, agents, legal representatives, successors or assigns of such trustees or beneficiaries, nor shall any such Person have any personal liability for any such obligations of any Seller. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIALNotwithstanding the foregoing, CONSEQUENTIALif Seller should fail to maintain assets as, PUNITIVEwhen and in the amount required to cover any claims of Purchaser based on Seller’s breach of this Agreement for which Seller is liable under this Agreement, SPECULATIVE OR INDIRECT DAMAGESBuyer shall have the right to proceed against the members of Seller and, ALL OF WHICH PURCHASER SPECIFICALLY WAIVESto the extent of any deficits in the assets of such members, FROM SELLERS FOR ANY BREACH BY A SELLERtheir respective upstream beneficial owners, OF ITS REPRESENTATIONS(A) to the extent of any such deficit in the assets of Seller and (B) pro rata among such members or owners based on the assets of Seller distributed to such member or owner, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACTin all cases subject to all the limitations in character, time and amount applicable to any claim against Seller. (ii) If Purchaser’s termination of this Agreement is based on a breach or untruth of any representation or warranty or a breach of any covenant in this Agreement other than Seller’s obligations to effect the Closing set forth in Section 9, (A) any claim for damages upon such termination based on a breach of representation and warranty or covenant shall be subject to the additional limitations set forth in Section 12(c) above and (B) Seller shall bear no liability beyond return of the Deposit and recovery of its actual out-of-pocket third-party expenses unless (1) the inaccuracy or untruth of the representation or warranty as of the Closing Date was duly identified in a Rep Breach Notice and Seller intentionally failed to disclose such untruth or inaccuracy as of the date of this Agreement or such untruth or inaccuracy as of the Closing Date was caused by Seller’s intentional and material breach of any express covenant set forth in this Agreement or (2) the breach of the material covenant by Seller was intentional and material. 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 REMEDYIn the event of either clause (1) or (2) immediately above, Purchaser shall have the remedies available to it in Section 18(b)(i).

Seller Default. If a In the event of default or misrepresentation by 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 Agreement or the failure of such Seller to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in timely perform any of its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)Agreement, and such default continues which default, misrepresentation, breach or failure shall remain uncured for more than ten (10) days after written notice from PurchaserBuyer notifies Seller in writing of same, thenthen Buyer, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's its sole and exclusive remedy, Purchaser may shall be entitled to either (a) subject terminate this Agreement by written notice to the conditions below, seek specific performance Seller of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)such termination, or (b) give commence action against Seller to compel specific performance; and Buyer shall be entitled to recover from Seller, and Seller shall make Buyer whole with respect to, all losses, liabilities, amounts paid in settlement, damages, fines, penalties, charges, taxes, fees, and expenses (including interest, court costs, reasonable fees of attorneys) incurred or suffered by Purchaser, its partners, members, officers, employees, affiliates and representatives as a Termination Notice result of, or arising out of such default, misrepresentation, breach or failure, which shall survive the Closing or termination of this Agreement. Upon termination of this Agreement pursuant to Sellers’ Representative the previous sentence, the Deposit shall be promptly returned to Buyer, upon which Seller and Buyer shall have no further rights or obligations under this Agreement except those which expressly survive the termination of Purchaser’s decision this Agreement; PROVIDED, if prior to terminate this Contract for the Property for which there was such a default and receive a return Closing Seller discloses to Buyer in writing that any of the Allocated Deposit Amount for representations and/or warranties in Section 7.1 above have become inaccurate or untruthful due to circumstances beyond Seller’s control, and Seller cannot cure or correct the matter(s) to make 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 defaultrepresentation(s) and/or warranties accurate and truthful, then Purchaser may recoverat or prior to Closing Buyer shall be entitled, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount remedy for such terminated Property)inaccurate/untruthful representation and/or warranty, its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $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 either (i) not otherwise be in default under this Contract waive such breach of such representation or warranty and proceed to Closing (and Seller shall have no liability for such breach), or (ii) file suit therefor with terminate this Agreement and receive the court on or before the ninetieth (90th) day after the Closing DateDeposit. Purchaser agrees that it shall promptly deliver to each Seller an assignment Upon termination by Buyer 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 this Agreement pursuant to the foregoing 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 PURCHASERprevious sentence and receipt by Buyer of the Deposit, 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 REMEDYSeller and Buyer shall have no further rights or obligations under this Agreement other than those which expressly survive the termination of this Agreement.

Seller Default. If a Seller defaults (i) in defaults on 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 the 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, (ii) prior to the Closing, Closing defaults in on its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 ’s election and as Purchaser's sole and ’s exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), 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 Property for which this Contract has been terminatedLoan Assumption and Release), which damages shall not exceed $75,000 per terminated Property100,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentencesentence without representation or warranty of any kind with respect to such items. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 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 As long as Purchaser is not then in material default under this Contract, at Purchaser's election of its covenants 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 obligations hereunder if Seller, prior to the Closing, materially defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)Contract, 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, provided that Purchaser is not in default under this Contract, at Purchaser's ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, Purchaser may seek specific performance of the defaulting Seller’s obligation obligations under this Contract, including, without limitation, to deliver its Deed the Membership Interests Assignment pursuant to this Contract (but not damages), ) or (b) give a Termination Notice Purchaser may deliver written notice to Sellers’ Representative Seller of Purchaser’s decision to terminate this Contract, in which case this Contract shall terminate and be of no further force and effect subject to and except for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow AgentSurviving Provisions. If Purchaser, pursuant to any provision of this Section 10.2, Purchaser elects to terminate this Contract for seek specific performance in accordance with clause (a) in the Property for which there was immediately preceding sentence and subsequently receives a defaultfinal judgement that such remedy is unavailable due to an act of Seller, then Seller shall reimburse Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund within ten (10) days of Seller’s receipt of Purchaser’s written notice and evidence of such costs) the Allocated Deposit Amount for such terminated Property), its direct and actual out-of-pocket costs and expenses (including without limitation attorneys’ and costs (documented consultants’ fees) incurred by paid invoices to third parties) Purchaser in connection with the Property for which this Contract has been terminated, which damages shall not exceed and/or the transaction contemplated hereby up to a maximum reimbursement of such out-of-pocket costs of $75,000 per terminated Property250,000 in the aggregate. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to 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 Purchase Price) to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Section 5.3; (ii) not otherwise be in material default under this Contract Contract; and (iiiii) file suit therefor with the court on or before ninety (90) days after the ninetieth delivery of all Purchaser Closing deliveries (90thother than the Purchase Price) day to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, and Section 5.3; if Purchaser fails to file an action for specific performance within ninety (90) days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with Section 10.2(b) above. 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, 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 SELLERS THE OTHER FOR ANY BREACH BY A SELLERSELLER AND PURCHASER, OF ITS 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 ANY 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 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 SellerSellers, prior to the Closing, defaults default in its other their representations, warranties, covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)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), then, provided that Purchaser is not in default under this Contractthen Buyers, at Purchaser's Buyer’s election and as Purchaser's its sole and exclusive remedyremedies, Purchaser may elect to either (ai) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract Agreement, in which case Sellers shall reimburse Buyers for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If Purchasertheir actual, pursuant to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual documented out-of-pocket costs and expenses and costs (documented by paid invoices to third parties) incurred in connection with this Agreement, not to exceed TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00), the Property 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 such obligations that expressly survive the termination of this Contract has been terminatedAgreement), which damages shall not exceed $75,000 per terminated Propertyor (ii) seek specific performance of Sellers’ obligation to consummate the transactions for Closing pursuant to this Agreement (provided, however, at any time after seeking specific performance, Buyer may elect option (i) above). Purchaser Buyers may seek specific performance of defaulting Seller’s obligation to deliver the Deed Sellers’ obligations pursuant to this Contract Agreement 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 and (ii) if Buyers file suit therefor with the court on or before the ninetieth sixtieth (90th60th) day after the Closing DateDate (as it may be extended). Purchaser agrees If Buyers fail to file an action for specific performance within sixty (60) days after the Closing Date (as it may be extended), then Buyers shall be deemed to have elected to terminate the Agreement in accordance with subsection (i) above. Notwithstanding the foregoing, in the event the remedy of specific performance with respect to any Property is unavailable to Buyers as a result of the 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 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 out-of-pocket expenses reimbursed by Sellers pursuant notwithstanding anything to the foregoing sentencecontrary 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 any Lease. SELLERS THE PARTIES ACKNOWLEDGE AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED 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, MODIFICATION OR TERMINATION OF ANY LEASE, THE DAMAGES THAT BUYERS WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN AND DOES LIMIT THAT A LIQUIDATED SUM EQUAL TO TWENTY PERCENT (20%) OF THE AMOUNT PURCHASE PRICE CONSTITUTES A REASONABLE GOOD FAITH ESTIMATE OF DAMAGES DUE PURCHASER SUCH DAMAGES. ACCORDINGLY, THE PARTIES AGREE THAT BUYERS SHALL RETAIN SUCH LIQUIDATED SUM AS FULL AND THE REMEDIES AVAILABLE TO PURCHASERCOMPLETE LIQUIDATED DAMAGES, AND SHALL BE PURCHASER’S NOT AS A PENALTY AND AS BUYERS’ SOLE AND EXCLUSIVE REMEDY AGAINST FOR SELLERS’ ACTS; PROVIDED, BOTH AT LAW HOWEVER, THAT BUYERS’ SHALL RETAIN ALL RIGHTS 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 REMEDIES UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE TERMINATION OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDYAGREEMENT. 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 by any one Seller shall constitute a default by all Sellers hereunder.

Seller Default. If a Seller Seller, prior to the Closing, 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 thereundercovenants, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default obligations under this Contract, including to sell the Property as required by this Contract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property35,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s '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 Contract; and (ii) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 defaults (i) in defaults on 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 the Property on the Closing Date, then, provided that Purchaser is not in default or (ii) prior to the Closing defaults on its covenants or obligations under this Contract, and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s 's obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentencefirst sentence of this Section 11.2. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 PPUC may declare 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 ContractAgreement if any of the following shall occur: 14.1.1 The Project Capacity at any time is less than the Minimum Project Capacity, at Purchaser's election and Seller fails to cure such deficiency, as Purchaser's sole and exclusive remedydemonstrated by a Performance Test, Purchaser may exercise within thirty (30) days. 14.1.2 In any two consecutive Contract Years the Project fails to meet its rights Minimum Expected Annual Production target as set forth in Section 5.8.2 14.1.3 Seller fails to pay undisputed amounts due to PPUC under this Agreement within thirty (30) Days following notice from PPUC. 14.1.4 Seller fails to maintain solvency, including: a) inability, failure, or refusal to pay debts as they mature; entry into an arrangement with or for the benefit of its creditors; consent to or acquiescence in the appointment of a receiver, trustee, or liquidator for a substantial part of Seller's property; b) bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding instituted by or against Seller under the laws of any jurisdiction, which proceeding is not dismissed within ninety (90) Days; c) any action or answer in a bankruptcy, winding up, reorganization, insolvency, arrangement, or similar proceeding in which Seller approves of, consents to, or acquiesces in, any such proceeding; or d) the levy of any distress, execution, or attachment upon Seller's property which shall substantially interfere with ▇▇▇▇▇▇'s performance hereunder; provided, that this form of insolvency shall not be deemed to have occurred if the insolvency is caused primarily by PPUC’s failure to make any payment due pursuant to this Agreement within thirty (30) Days of when it becomes due and payable. 14.1.5 Seller fails to achieve the Commercial Operation Date on or prior to the Guaranteed Commercial Operation Date for any reason other than any PPUC Delay or delay due to an Uncontrollable Circumstance. 14.1.6 Seller fails to maintain adequate insurance in accordance with Section 10.2 without any further opportunity 12 and Schedule 7 for a period of five (5) Business Days after Seller receives notice from PPUC of such failure. 14.1.7 Seller abandons the construction or operation of any Facility. 14.1.8 Seller fails to receive perform any material obligation under this Agreement (other than the defaults addressed in Section 14.1.1 through Section 14.1.6 above) that remains uncured for thirty (30) Days after Seller receives notice or from PPUC of such failure, with such notice describing in reasonable detail the nature of the failure; provided, that if such failure to perform is not reasonably capable of being cured within such thirty (30) Day cure period but is reasonably capable of being cured, Seller shall have such additional time, not to exceed sixty (60) Days, as is reasonably necessary to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual outnon-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract so long as Seller promptly commences and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYdiligently pursues such cure.

Seller Default. If a Seller defaults (i) Seller defaults 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 the 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, (ii) prior to the Closing, Seller defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). 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 (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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 (a) above, 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 defaults (i) in defaults on 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 the 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, (ii) prior to the Closing, Closing defaults in on its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)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 ’s election and as Purchaser's sole and ’s exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property300,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentencefirst sentence of this Section. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 In the event Seller defaults breaches or fails, without legal excuse, to complete the sale of the Property, Buyer may, as its sole remedy therefor, subject to the next paragraph of this Section 10.2, either (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 thereunderenforce specific performance of this Agreement against Seller, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If PurchaserDeposit, pursuant to any provision plus reimbursement of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual out-of-pocket expenses costs incurred by Buyer, not to exceed $50,000. 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 transaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller), and costs that in no event shall Buyer seek or obtain any recovery or judgment against any of Seller’s other assets (documented if any) or against any of Seller’s partners (or their constituent partners) or any director, officer, employee or shareholder of any of the foregoing. Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller’s covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by paid invoices Seller to third partiesBuyer, or under any law applicable to the Property or this transaction unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand Dollars ($25,000), 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 agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyer’s actual damages, up to (but not exceeding) Five Hundred Thousand Dollars ($500,000) in connection with the Property for aggregate (which cap on liability shall not apply to a breach by Seller of its obligations under Sections 8 and 14 of this Contract has been terminatedAgreement) excluding any liability or damages arising from Seller’s fraud or intentional misrepresentation, which damages shall not exceed $75,000 per terminated Property. Purchaser may have such a liability limit, and that in no event shall Buyer be entitled to seek specific performance or obtain any other damages of defaulting any kind, including, without limitation, consequential, indirect or punitive damages, except for such damages arising from Seller’s obligation fraud or intentional misconduct. In the event of any material breach by Seller of any such representations or warranties or any other material breach by Seller of any other provision of this Agreement or any agreement delivered in connection herewith discovered after Closing, Seller shall be liable only for direct and actual damages suffered by Buyer on account of Seller’s breach, up 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 and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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, reportsapplicable limits described hereunder, and other materials paid shall in no event be liable for with the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 PURCHASERany indirect, 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 REMEDYconsequential or punitive damages on account of Seller’s breach of any representation or warranty contained in this Agreement.

Seller Default. If a any of Seller's representations and warranties contained in this Agreement shall not be true and correct, or if Seller defaults 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 Agreement by written notice to Seller with a copy to Title Company, in its obligations hereunder which event the Deposit shall be returned to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunder, Buyer within ten (10) business days; or (ii) Close, in which event Buyer may file an action for specific performance of this Agreement to close on compel Seller to Close this Agreement. In the sale event that Buyer elects to pursue specific performance, as provided in the prior sentence, such action must be commenced within four (4) months of such the date of 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 or Buyer shall be deemed to have waived its rights set forth in this Section 10.2 without any further opportunity of such Seller right to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 have elected (i) not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Dateabove. 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentence. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT IN 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 EVENT SELLER DEFAULTS IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE CLOSE THE TRANSACTIONS CONTEMPLATED BY PURCHASE OF THE PROPERTY WITHOUT LEGAL EXCUSE AND BUYER ELECTS TO TERMINATE THIS CONTRACT. AGREEMENT UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR (i) ABOVE, THE DEPOSIT SHALL BE ENTITLED PAID TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT BUYER AS LIQUIDATED DAMAGES, ALL IT BEING UNDERSTOOD THAT BUYER'S ACTUAL DAMAGES IN THE EVENT OF WHICH PURCHASER SPECIFICALLY WAIVESSUCH DEFAULT ARE DIFFICULT TO ASCERTAIN AND THAT, FROM SELLERS 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 BREACH DEFAULT 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 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 other covenants or obligations under this Contract, including to sell the Property as required by this Contract (and, other than such a failure to tender Seller’s obligation to close on the sale of such Seller’s Property required closing deliveries on the Closing Date), 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property75,000.00 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 seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). 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 Purchaser first shall (i) not otherwise be in default under this Contract Contract; (ii) 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; and (ii) file suit therefor with the court on or before the ninetieth (90th) 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 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, 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 SELLER 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 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 In the event the Closing does not occur because Seller defaults fails to perform any material obligations pursuant to this Agreement for any reason, which is not cured by Seller within five (5) 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 its obligations hereunder equity to deliver specific enforce this Agreement and to Escrow Agent the deliveries specified under Section 5.2 with respect to such recover from 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual reasonable out-of-pocket expenses and costs (documented incurred by paid invoices to third parties) Buyer in connection with such enforcement action, plus to the Property for which this Contract has been terminatedextent the default or breach by Seller was intentional or willful, which recover any and all damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance arising out 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 intentional or willful default under this Contract and or (ii) file suit therefor with terminate this Agreement and receive back the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver Deposit and to each recover from Seller an assignment of all of Purchaser’s right, title and interest in and amount to (together with possession of) all plans, studies, surveys, reports, and other materials paid compensate Buyer for with the its out-of-pocket expenses reimbursed by Sellers 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 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 scheduled Closing Date, as same may have been extended pursuant to any term of this Agreement or written agreement of the foregoing sentenceparties or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the County within ninety (90) days following the scheduled Closing Date, as same may have been extended pursuant to any term of this Agreement or written agreement of the parties. 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 REMEDYBuyer's remedies shall be limited to those described in this Section 7.2.

Seller Default. If a Seller Seller, prior to the Closing, 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 thereunderrepresentations, warranties, covenants, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default obligations under this Contract, including to sell the Property as required by this Contract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may 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 conditions below, seek specific performance destruction of all information and Materials provided to Purchaser as a pre-condition to the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 50,000 in aggregate, or (b) Purchaser may seek specific performance of defaulting Seller’s '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) but not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datedamages). Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence; provided, however, that the foregoing assignment shall be made only to the extent of Purchaser's interest, if any, in such items, and shall be made without representation or warranty of any kind. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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. prior to the Closing, 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 thereunderrepresentations, warranties, covenants, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default obligations under this Contract, including to sell the Property as required by this Contract, and such default continues for more than ten days after written notice from Purchaser, then, 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 other covenants or obligations under either this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)shall terminate, and such default continues for more than ten (10) days after written notice from all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser, 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 either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out---of---pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 100,000 in aggregate, or Purchaser may seek seek, within 60 days after the expiration of the cure period for such default, specific performance of defaulting Seller’s 's obligation to deliver the Deed and all other documents provided for herein and perform all of its obligations pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) but not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datedamages). Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence, except to the extent that such assignments are prohibited by contract. SELLERS SUBJECT TO PURCHASER'S RIGHTS UNDER CLAUSE (b) ABOVE, SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 12.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER TO $100,000.00 AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER’S 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, BOTH AT LAW AND IN EQUITY 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 CONTRACTCONTRACT IN THE EVENT THAT THE CLOSING DOES NOT OCCUR. 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 SELLER 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 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 defaults (ia) in its obligations hereunder Subject to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunder11.2(b), 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 if a Seller, prior to the Closing, defaults in its other covenants representations, warranties, covenants, or obligations under this Contract (other than such Seller’s obligation Agreement, including to close on the sale of such Seller’s sell its Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy’s election, Purchaser may either (ai) subject to if Purchaser has closed on the conditions belowremaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligation to deliver its Deed obligations pursuant to this Contract 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 (biii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract Agreement for the Property for which there was such a default default, proceed to Closing on the remaining Property, and receive a return the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Return on Deposit on the Property for which this Contract has been terminatedApplicable Share amount and, which damages shall not exceed $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 if Sellers’ default under this Contract 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 Property, 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 (ii) file suit therefor with the court on or before the ninetieth (90th1) day after termination of 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 Agreement with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant respect to the foregoing sentence. SELLERS AND PURCHASER FURTHER AGREE THAT Property or Properties in question. (b) BY EXECUTING THIS SECTION 10.2 IS INTENDED AGREEMENT, EACH SELLER CONSENTS TO AND DOES LIMIT THE AMOUNT RECORDING OF DAMAGES DUE PURCHASER THE DEEDS AND THE REMEDIES AVAILABLE TRANSFER OF TITLE 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 PURCHASER (OR ITS OBLIGATION ASSIGNEE) SO LONG AS ALL CONDITIONS REQUIRED TO CONSUMMATE BE SATISFIED BY 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 HAVE BEEN MET UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES AGREEMENT AS OF 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 REMEDYCLOSING DATE.

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 the Property as contemplated hereunder is not consummated due to Seller’s Property material default hereunder, or if any one or more of the Seller’s representations or warranties are breached in any material respect, then Purchaser shall give Seller written notice of such breach or default (containing reasonable detail regarding the same) on or prior to three (3) Business Days after Purchaser discovers the breach and Seller shall have five (5) Business Days from the date of receipt of such notice to cure such breach or default and, if necessary to accommodate such cure period, the Closing DateDate shall be extended accordingly. If Seller fails to cure such breach or default within such five (5) Business Day period, thenthen Purchaser shall have the right to elect, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's its sole and exclusive remedy, to either (i) terminate this Agreement and receive the return of the Deposit and the Inspection Non-Refundable Deposit (which return will operate to terminate this Agreement and release Seller from any and all further liability hereunder) and, if such breach or default is due to the willful or intentional breach of this Agreement by Seller, Seller shall reimburse Purchaser may exercise its rights set forth for actual, reasonable and documented third party costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Purchaser in connection with the transaction contemplated in this Section 10.2 without any further opportunity Agreement, not to exceed 23 Seventy Five Thousand Dollars ($75,000.00) in the aggregate (with reasonable supporting evidence of such Seller costs provided by Purchaser to receive notice Seller) (the “Pursuit Costs), (ii) waive the default or breach and proceed to cure such default. If a Sellerclose the transaction contemplated herein, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such iii) seek specific performance of Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default continues for more than ten (10) days after written notice from Purchaser, thenobligations hereunder, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek must commence any action for specific performance within thirty (30) days of the defaulting expiration of Seller’s obligation cure period. Purchaser waives any right to deliver its Deed pursuant to this Contract (but not damages)pursue any other remedy at law or equity. This Agreement confers no present right, title or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for interest in the Property for which there was such to Purchaser and Purchaser agrees not to file 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 lis pendens or other similar notice against the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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) except in connection with the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance filing of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation suit for specific performance, Purchaser first shall (i) not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datesubject to Section 15.12 below. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s right, title and interest in and consent to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers close of escrow pursuant to this Agreement shall waive any liability on the foregoing 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 REMEDYpart of Seller for breaches of representations and warranties or other defaults of which Purchaser had deemed knowledge of as of the Closing.

Seller Default. If In the event that, prior to Closing, Seller breaches any of its representations or warranties or fails to perform any of its covenants in any material respect, and such breach or failure shall continue for a Seller defaults period of ten (i10) 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 thereunderBusiness Days after notice thereof from Purchaser, or (ii) to close on the sale of such Sellerthen Purchaser’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 remedy shall be as follows: (a) to file an action to obtain specific performance of such Seller to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default continues for more than ten (10) days after written notice from Purchaser, then, provided that Purchaser is not perform in default under accordance with this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)Agreement, or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate declare this Contract for the Property for which there was such a default Agreement terminated and receive a return of the Allocated Deposit Amount full Deposit, and reimbursement for such Property from Escrow Agentall out-of-pocket due diligence, legal and other expenses associated with the transaction contemplated herein, not to exceed $50,000.00 (collectively, “Transaction Costs”). If Purchaser, pursuant to any provision of In the event this Section 10.2, elects to terminate this Contract for the Property for which there was a Agreement is terminated after Seller’s default, then upon return of the full Deposit to Purchaser may recoverand payment of Transaction Costs to Purchaser pursuant to Section 11.1(b), all rights and obligations of the parties under this Agreement shall expire (except for such provisions as expressly survive the expiration or the termination hereof or as otherwise expressly provided herein), and this Agreement shall become null and void. In the event that, prior to 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 remedies above, Purchaser further agrees that its recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, 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 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 its sole recoverable damages the case may be (but without limiting its right to receive a refund or their constituent members, partners, or shareholders, as the case may be) or any director, officer, employee or shareholder of any of the Allocated Deposit Amount foregoing. Purchaser agrees that Seller shall have no post-closing liability to Purchaser 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 property or this transaction unless the valid claims for all such terminated Propertybreaches 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), its direct and 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 and costs (documented by paid invoices to third parties) in connection with enforcing Purchaser’s rights against Seller, but the Property for which this Contract has been terminated, which damages Recoverable Damages shall not exceed $75,000 per terminated be in excess of two percent (2%) of the Purchase Price for the Property. Neither Seller nor Purchaser may seek specific performance of defaulting Seller’s obligation shall be entitled 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 and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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, reportsreceive, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant each party hereby waives any right to the foregoing 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 PURCHASERreceive, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERSany consequential, 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 REMEDYindirect or punitive damages.

Seller Default. If a Seller defaults (i) in defaults on 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 any of the Properties on the applicable Closing Date, then, provided that Date (except if such failure is the direct result of a failure by Purchaser to perform its obligations hereunder and Purchaser is not otherwise ready, willing, and able to proceed with Closing in default accordance with the terms hereof), or (ii) prior to the Closing defaults on any of its representations, covenants or obligations under this Contract, and such default continues for more than five (5) Business Days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) terminate this Contract in its entirety (and not in part), and the Deposit shall be returned to Purchaser, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s Sellers’ obligation to deliver its Deed close on the sale of the Properties pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow AgentContract. If Purchaser, pursuant to any provision of this Section 10.2, Purchaser elects to terminate this Contract for the Property for which there was a defaultContract, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), and subject to the remaining terms of this Section 10.2) its direct and actual out-of-out of pocket expenses and costs (documented by paid invoices to by third partiesparties and expressly including actual rate lock losses) in connection with this transaction (collectively, the Property for which this Contract has been terminated“Transaction Costs”), which damages Transaction Costs shall not exceed $75,000 per terminated PropertyXXXXX in the aggregate (the “Transaction Costs Cap”). Upon such termination, if requested by Sellers, Purchaser shall promptly deliver to Sellers an assignment of, and possession of, all of Purchaser’s right, title and interest in and to all plans, studies, surveys, and other reports prepared by third parties and paid for by Sellers pursuant to the foregoing sentence, without any obligation to obtain reliance for the benefit of Seller with respect to any such materials, and excluding all attorney work product, internal analysis, or other confidential information. Purchaser may seek specific performance of defaulting Seller’s Sellers’ obligation to deliver close on the Deed sale of the Properties pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 60th day after the scheduled Closing Date. If Purchaser agrees that it fails to file an action for specific performance within 60 days after the scheduled Closing Date, then Purchaser shall promptly deliver be deemed to each Seller an assignment of all of Purchaser’s right, title and interest have elected to terminate the Contract in and to accordance with subsection (together with possession ofa) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentenceabove. 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 '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 SELLERSELLERS, OF ITS REPRESENTATIONS, WARRANTIES OR THEIR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY THE PROPERTIES 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; PROVIDED, HOWEVER, THAT IN THE EVENT THE REMEDY OF SPECIFIC PERFORMANCE IS NOT AVAILABLE TO PURCHASER SOLELY AS A RESULT OF ANY SELLER HAVING SOLD OR TRANSFERRED ANY PROPERTY IN BREACH OF THE TERMS OF THIS CONTRACT, THEN PURCHASER SHALL BE ENTITLED TO RECOVER FROM SELLER AND INDEMNITOR, JOINTLY AND SEVERALLY, ALL TRANSACTION COSTS, WITHOUT REGARD TO THE TRANSACTION COSTS CAP, AND SHALL BE FURTHER ENTITLED TO ALL CONSIDERATION RECEIVED, DIRECTLY OR INDIRECTLY, BY SELLER, INDEMNITOR, AND/OR THEIR RESPECTIVE AFFILIATES IN CONNECTION WITH ANY SUCH TRANSFER THAT EXCEEDS THE PURCHASE PRICE.

Seller Default. If a Subject to Section 11.3 below, in the event Seller defaults (ia “Seller Default”) under any of the material terms of this Agreement prior to Closing or any representation or warranty of Seller is untrue in its obligations hereunder to deliver to Escrow Agent any material respect as of the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunder, Effective Date 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 Buyer shall be entitled as Purchaser's Buyer’s sole and exclusive remedy, Purchaser may exercise its rights set forth in this Section 10.2 without any further opportunity of such Seller remedy to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (aA) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Propertyplus Buyer’s Costs (as hereinafter defined), its direct and actual out-of-pocket expenses and costs or (documented by paid invoices B) elect to third parties) in connection with pursue the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek remedy of specific performance of defaulting Seller’s obligation to deliver the Deed pursuant and any such other conveyance documents to this Contract only ifEscrow Holder (without any damages of any kind), as a condition precedent to initiating such litigation for specific performance, Purchaser first shall provided that (i) not otherwise any such suit for specific performance must be in default under this Contract 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 suit therefor 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 in-house attorneys) in connection with the court on negotiation of this Agreement or before the ninetieth proposed purchase of the Property, (90thB) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s right, title and interest third party consultants in and to (together with possession of) all plans, studies, surveys, reports, and other materials paid for connection with the out-of-pocket expenses reimbursed by Sellers performance of examinations, inspections and/or investigations pursuant to this Agreement and (C) to any potential lender in connection with any proposed financing of the foregoing sentenceProperty, 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 (provided, however that Buyer shall not make any such deposit or cap payment earlier than five (5) Business Days prior to Closing) in the aggregate. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED NOTHING HEREIN SHALL, HOWEVER, BE DEEMED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE PURCHASERBUYER’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 ATTORNEYS’ FEES 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.COSTS AS PROVIDED IN SECTION 12.13

Seller Default. If Seller 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 10.4 hereof, (b) the existence of a Pending Default (as defined in and contemplated by SECTION 10.4), or (c) any other provision of this Agreement which permits Seller defaults to terminate this Agreement or otherwise relieves Seller of the obligation to convey the Property, Purchaser shall elect as its sole and exclusive remedy hereunder either to (i) in its terminate the Agreement and recover the Deposit; (ii) enforce Seller's obligations hereunder to deliver convey the Property by filing suit within forty-five (45) days of Seller's default after the later of (x) expiration of any cure period applicable to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderSeller's Default, or (iiy) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not no such action 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 specific performance shall seek to require Seller to receive notice do any of the following: (1) change the condition of the Property or to cure such default. If a Seller, prior to restore the Closing, defaults in its same after any fire or other covenants or obligations under this Contract casualty; (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a2) subject to the conditions SECTION 10.3, below, expend money or post a bond to remove a title encumbrance or defect or correct any matter shown on a survey of the Property (except that Seller shall be obligated to remove and Purchaser may seek specific performance for Seller to remove the liens and security interests securing the loan from Nationwide Life Insurance Company, or other liens or judgments that are not Permitted Encumbrances and that were agreed to or suffered by Seller); or (3) secure any permit, approval, or consent with respect to the Property or Seller's conveyance (as opposed to Seller's authority to consummate the transactions described herein) of the defaulting Property. Purchaser waives any right to receive damages as a result of Seller’s obligation 's default. Provided, however, if the remedy of specific performance is not available to deliver its Deed pursuant Purchaser as a result of a Seller default hereunder, in addition to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision the right to terminate this Contract for the Property for which there was such a default Agreement 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount Deposit, Seller shall reimburse Purchaser for such terminated Property), its direct actual and actual reasonable out-of-pocket expenses and costs (documented by paid invoices costs, not to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver 50,000 in 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 and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYaggregate.

Seller Default. If a Seller defaults (i) in defaults on 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 the Property on the Closing Date, then, provided that Purchaser is not in default or (ii) prior to the Closing defaults on its covenants or obligations under this ContractContract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property150,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s 's obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 90th day after the Closing Date or the date the Closing should have occurred. 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 any Seller defaults (i) in defaults on 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 any of the Properties on the Closing DateDate (and provided that all of Sellers’ conditions precedent set forth in Section 8.2 have been satisfied or otherwise waived in writing by Sellers) or (ii) prior to the Closing, materially defaults on any of its representations, covenants or obligations under this Contract (subject to, if applicable, the terms of Section 10.3), 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) terminate this Contract in its entirety (and not in part), and the Deposit shall be returned to Purchaser, or (b) subject to the conditions below, seek specific performance of the defaulting Seller’s Sellers’ obligation to deliver its Deed close on the sale of the Properties pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow AgentContract. If Purchaser, pursuant to any provision of this Section 10.2, Purchaser elects to terminate this Contract for the Property for which there was a defaultContract, then Purchaser may recovershall recover from Sellers, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), Deposit) its direct and actual out-of-out of pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated PropertyXXXXXXXXXXXXXXXXX in the aggregate. Purchaser may seek specific performance of defaulting Seller’s Sellers’ obligation to deliver close on the Deed sale of the Properties pursuant to this Contract 51592-00139/5756406.16 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 and (ii) file suit therefor with the court on or before the ninetieth (90th) XXXXXXXXX day after the scheduled Closing Date. If Purchaser agrees that it fails to file an action for specific performance within XXXXXXXXXX days after the scheduled Closing Date, then Purchaser shall promptly deliver be deemed to each Seller an assignment have elected to terminate the Contract in accordance with subsection (a) above. Notwithstanding anything to the contrary herein, if Purchaser has elected to seek specific performance of all this Contract as set forth above, but specific performance is not available to Purchaser solely as a result of Purchaser’s rightSellers’ intentional and willful transfer of title to any of the Properties to a third party in violation of this Contract, title and interest then Purchaser shall be entitled to recover from Sellers, in and addition to (together with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-reimbursement of its out of pocket expenses reimbursed by Sellers pursuant to the foregoing sentenceand costs as set forth above, any and all actual damages and consequential damages. 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 PURCHASERPURCHASER IN THE EVENT OF A SELLER’S DEFAULT UNDER THIS CONTRACT PRIOR TO THE CLOSING, AND AND, EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 10.2, SHALL BE PURCHASER’S 'S EXCLUSIVE REMEDY AGAINST SELLERS, BOTH AT LAW AND IN EQUITY EQUITY, ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS PRIOR TO THE CLOSING OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. EXCEPT AS OTHERWISE SET FORTH ABOVE IN THIS SECTION 10.2, 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, SELLERS OF ITS REPRESENTATIONS, WARRANTIES OR THEIR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY PROPERTY THE PROPERTIES UNLESS AND UNTIL IT PURCHASER HAS IRREVOCABLY ELECTED TO SEEK FILED AN ACTION SEEKING SPECIFIC PERFORMANCE OF THIS CONTRACT CONTRACT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING SET FORTH IN THIS SECTION 10.2 SHALL LIMIT OR RESTRICT PURCHASER’S RIGHTS AND HAS FILED REMEDIES, AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDYENFORCING SELLERS’ OBLIGATIONS, UNDER ARTICLE IX, SECTION 13.13 AND SECTION 13.16.

Seller Default. If a Seller Seller, prior to the Closing, 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 thereunderrepresentations, warranties, covenants, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default obligations under this Contract, including to sell the Property as required by this Contract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may 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 conditions below, seek specific performance destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs 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) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 150,000 in aggregate, or (b) Purchaser may seek specific performance of defaulting Seller’s '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) but not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datedamages). Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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, PURCHASER AND SHALL BE PURCHASER’S 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, 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 SELLER 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 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 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 other covenants or obligations under this Contract, including to sell the Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). 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 requirements of this Contract, including, without limitation, Sections 2.2.3 and 5.3 (with the exception of Section 5.3.1); (ii) not otherwise be in default under this Contract Contract; and (iiiii) file suit therefor with the court on or before the ninetieth (90th) 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. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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. In the event of a material default by Seller of its obligations under this Agreement 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 Seller defaults 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 sole and exclusive remedy, may either (i) terminate this Agreement by delivery of notice of termination to Seller, whereupon subject to the terms, conditions and procedures of the Escrow Agreement, the Deposit shall be immediately returned to 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 caused by a default by Seller), Seller shall reimburse Buyer for its obligations hereunder 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 deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to 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 Seller on the date required thereundercosts and expenses (“Pursuit Costs”), or (ii) 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 close on the sale of such Buyer due to Seller’s sale or conveyance of the Membership Interests or a material portion of the Property on to a third party, Buyer and its Affiliates shall have all remedies available to it at law or equity. Notwithstanding anything herein to the Closing Datecontrary, 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, provided 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 obligations of Buyer and Seller that Purchaser is not expressly survive termination as set forth in this Agreement, which shall survive the cancellation of this Agreement). If the applicable material default under this Contractpertains to a matter or condition that relates solely to one or more particular Parcels, at Purchaser's election and then Buyer shall have the right, as Purchaser's its sole and exclusive remedy, Purchaser may exercise its rights set forth in this Section 10.2 to either (i) proceed to Closing with respect to the affected Parcel(s) without any further opportunity of such Seller reduction in Purchase Price, or (ii) designate the affected Parcel or Parcels as Excluded Parcels pursuant to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing DateSection 5(a), and in such default continues for more than ten (10event, Section 5(c) days after written notice from Purchaser, 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 either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYapply.

Seller Default. If a Seller defaults (iIf, at or any time prior to Closing, the Sellers terminate this Agreement pursuant to Section 14.1(c) 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 in any material respect regarding the performance of its obligations under this ContractAgreement, at Purchaser's election and any Seller is in default in any material respect either regarding the performance of its obligations under this Agreement (or the Securities Purchase Agreement is terminated due to a default by BCSG thereunder) or by virtue of an uncured breach of any of its representations or warranties hereunder, and such uncured default continues for a period of fifteen (15) days after notice of such default is delivered by Purchaser to such Seller with respect to any breach or default that is capable of being cured, or immediately upon notice of such default is delivered by Purchaser to such Seller with respect to such breach or default which is not capable of being cured (each, a “Seller Default”), then Purchaser may elect, as Purchaser's its sole and exclusive remedy, to (a) terminate this Agreement, in which case the full Deposit shall be promptly refunded to Purchaser may exercise its in accordance with Section 4.7(c) hereof, Sellers shall pay to Purchaser as liquidated damages the amount of Two Million One Hundred and Fifty Thousand and no/100 Dollars ($2,150,000.00) (the “Sellers Liquidated Damages Payment”) and the parties hereto shall have no further 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 other covenants or obligations under this Contract (other than Agreement, except those which expressly survive such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)termination, or (b) give a Termination Notice proceed to Closing without any reduction in or setoff against the Purchase Price, or (c) notify Sellers’ Representative , within thirty (30) days from the date of the notice of such default or after receipt of Seller’s notice of termination pursuant to Section 14.1(c), of Purchaser’s decision election to terminate this Contract institute an action for specific performance, which action Purchaser must file within fifteen days of so notifying Sellers (provided, however, that the Property right to institute such action for which there was specific performance shall only be available to Purchaser after such a default time as the Document Agreement Notice has been delivered and receive a return the form and substance of the Allocated Deposit Amount Northstar Capital Improvement Agreement and TLH Assignment Agreement have been agreed to by the parties thereto). Purchaser and Sellers acknowledge and agree that if this Agreement is terminated pursuant to this Section 14.5(a), the damages that Purchaser would sustain as a result of such termination would be difficult if not impossible to ascertain. Accordingly, Purchaser and Sellers agree that the aforementioned Sellers Liquidated Damages Payment shall serve as full and complete liquidated damages (and not as a penalty) as Purchaser’s sole and exclusive remedy for such Property from Escrow Agenttermination; provided, however, that in addition to such amount, Purchaser shall retain all rights and remedies under this Agreement with respect to those obligations of Sellers which expressly survive such termination. If Purchaser, pursuant to any provision of In the event that this Agreement is terminated and the Purchaser receives the Sellers Liquidated Damages Payment in accordance with this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property14.5(a), its direct and Purchaser shall reimburse Newco for up to $250,000 of Newco’s actual out-of-pocket expenses and costs (documented incurred by paid invoices to third parties) Newco in connection with the Property for which transactions under this Contract has been terminatedAgreement, which damages shall not exceed $75,000 per the Securities Purchase Agreement and the other documents referred to herein or therein. Newco acknowledges and agrees that if this Agreement is terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only ifSection 14.5(a), as a condition precedent the aforementioned reimbursement shall constitute Newco’s sole and absolute remedy pursuant to initiating this Agreement; provided, however, that in addition to such litigation for specific performanceamount, Purchaser first Newco shall (i) not otherwise be in default retain all rights and remedies under this Contract and (ii) file suit therefor Agreement with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver respect to each Seller an assignment those obligations 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 pursuant to the foregoing 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 REMEDYwhich expressly survive such termination.

Seller Default. If a In the event that Seller defaults (i) is unable to convey title in its obligations hereunder accordance with the terms of this Agreement, the sole liability of Seller will be to deliver refund to Escrow Agent Purchaser the deliveries specified under Section 5.2 with respect amount paid on account of the Purchase Price and to such Seller on pay the date required thereundernet cost of examining the title, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser which cost is not to exceed the charges approved by the New York State Insurance Department and the next cost of any survey made in default under connection therewith incurred by Purchaser, and upon such refund and payment being made this Contract, at Agreement shall be considered cancelled. In the event that Seller fails to consummate this Agreement for any reason other than Purchaser's election and default or the permitted termination of this Agreement by Seller or Purchaser as Purchaser's herein expressly provided, Purchaser shall be entitled, as its 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to receive the conditions below, seek specific performance return of the defaulting Seller’s obligation Downpayment plus Interest, which return shall operate to deliver its Deed pursuant to terminate this Contract (but not damages)Agreement and release Seller from any and all liability hereunder, or (b) give a Termination Notice to Sellers’ Representative enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder and if such remedy as provided herein is unavailable due to any prior conveyance of the Property, or other reason beyond the control of Purchaser’s decision , Purchaser shall be entitled to terminate this Contract for demand the Property for which there was such a default and receive a return of the Allocated Deposit Amount for Downpayment plus Interest provided that Purchaser is entitled to such Property from Escrow Agent. If Purchaser, remedy pursuant to any provision the terms of this Section 10.214.02. Notwithstanding the foregoing, elects the Purchaser shall be entitled to terminate enforce Seller’s performance under this Contract Agreement by bringing an action for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages specific performance within sixty (but without limiting its right to receive a refund 60) days 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 Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated PropertyClosing Date or any adjournment thereof. 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 In any action for specific performance, the Purchaser first shall (i) not otherwise be in default under this Contract and (ii) may file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment a notice 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 pursuant to the foregoing 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 REMEDYpendency.

Seller Default. If a Seller defaults (i) in defaults on 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 the 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, (ii) prior to the Closing, Closing defaults in on its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)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 ’s election and as Purchaser's sole and ’s exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 REMEDIES AGAINST SELLERSSELLER, 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. (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 SELLERS SELLER 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 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 Section 13.16 below.

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 other covenants covenants, or obligations under this Contract, including to sell the Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). 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 requirements of Section 5.3 (with the exception of Section 5.3.1); (ii) not otherwise be in default under this Contract Contract; and (iiiii) file suit therefor with the court on or before the ninetieth (90th) 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. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 there is a Seller defaults (i) in its obligations hereunder Default prior to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on consummation of the date required thereunder, or (ii) to close on the sale of such Seller’s Property on the Closing DateFinal Closing, then, provided that Purchaser is not in default under this Contract, at Purchaser's ’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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (ai) terminate this Agreement by giving written notice thereof to Sellers, in which event Escrow Agent shall return the Deposit to Purchaser, Sellers shall reimburse Purchaser for its actual third-party, out-of-pocket costs (up to Three Million and 00/100 Dollars ($3,000,000.00)) incurred in connection with Purchaser’s due diligence of the Property and the negotiation of this Agreement, and otherwise neither Sellers nor Purchaser shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement; or (ii) subject to the conditions below, seek specific performance of the defaulting Seller’s Sellers’ obligation to deliver its Deed consummate the Transactions pursuant to and in accordance with this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages Agreement (but without limiting its seeking or collecting any damages); provided, in the event that specific performance is not available to Purchaser as a result of the applicable Sellers’ intentional conveyance to a third party of one or more Facilities, Purchaser shall have the right to receive a refund of the Allocated Deposit Amount seek monetary damages from Sellers for such terminated Property)its actual third-party, its direct and actual out-of-pocket expenses and costs (documented by paid invoices up to third partiesTwenty Five Million and 00/100 Dollars ($25,000,000.00)) incurred in connection with Purchaser’s due diligence of the Property for which and the negotiation of this Contract has been terminated, which damages shall not exceed $75,000 per terminated PropertyAgreement. Purchaser may seek specific performance of defaulting Seller’s Sellers’ obligation to deliver consummate the Deed pursuant to this Contract Transaction 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 and (ii) file suit therefor with the court on or before the ninetieth date that is sixty (90th60) day after days of the applicable 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentence. SELLERS PURCHASER ACKNOWLEDGES AND PURCHASER FURTHER AGREE AGREES THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, PURCHASER AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLERS, SELLERS HEREUNDER AND BOTH AT LAW AND IN EQUITY EQUITY, ARISING FROM OR RELATED TO A BREACH BY ANY SELLER DEFAULT PRIOR TO THE CONSUMMATION OF ITS REPRESENTATIONSTHE FINAL CLOSING. For the purposes of this Agreement, WARRANTIESthe term “Seller Default” shall mean the occurrence of either of the following: (A) the conditions to Sellers’ obligations to consummate the Transaction set forth in Article VIII have been satisfied and Sellers default on their obligations under Section 5.2; or (B) Sellers default in any material respect on any of their covenants or other obligations under this Agreement or have breached any of the Seller’s Representations, 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 REMEDYand such default or breach results in the closing conditions set forth in Section 8.1 in not being satisfied as of the Closing Date and such default or breach is not cured within five (5) days after written notice from Purchaser.

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 defaults Pending Default (as defined in and contemplated by Section 13.7), or (c) any other provision of this Agreement which permits Sellers to terminate this Agreement or otherwise relieves Sellers of the obligation to convey the Property, Purchaser shall elect as its sole and exclusive remedy hereunder either to (i) in its obligations hereunder to deliver to Escrow Agent terminate the deliveries specified under Section 5.2 with respect to such Seller on Agreement and recover the date required thereunder, Deposit; or (ii) to close on the sale enforce Sellers' obligations under this Agreement by filing suit within thirty (30) days of such Seller’s Property on the Closing Date, thenSellers' default, provided that Purchaser no such action in specific performance shall seek to require Sellers to do any of the following: (1)change the condition of any of the 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 PURCHASE AND SALE AGREEMENT CRV PROPERTY 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 Sellers' conveyance of the Property. In the event of Sellers' willful refusal to close this transaction or in the event specific performance is not in available as the result of Sellers' willful 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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 defaultAgreement, then Sellers shall reimburse Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount on demand for such terminated Property), its direct and actual all commercially reasonable third-party out-of-pocket expenses and costs (documented incurred by paid invoices to third parties) Purchaser in connection with the Property for which transactions contemplated by this Contract has been terminatedAgreement (including, which damages without limitation, any costs of survey, title, environmental or physical inspections and attorneys' fees) and such reimbursement obligation shall not exceed $75,000 per terminated Propertysurvive termination of this Agreement. Purchaser may seek In the event that specific performance of defaulting Seller’s obligation is not available because Sellers have conveyed the Property to deliver a third party, then, in addition to receiving 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 Deposit and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all reimbursement 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 's commercially reasonable third-party out-of-pocket expenses reimbursed by as aforesaid, Purchaser shall also be entitled to liquidated damages in the amount of $6,744,822.00. Sellers pursuant 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 foregoing sentenceenforcement 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. 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 REMEDYPurchaser 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 defaults (i) in defaults on 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 the 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, (ii) prior to the Closing, Closing defaults in on its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)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 ’s election and as Purchaser's sole and ’s exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (including the cost of Purchaser’s due diligence and the cost of third-party reports and documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property100,000 in the aggregate (subject to the sentence below), or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). The cap on Purchaser’s recoverable out-of-pocket expenses and costs set forth in (a) above shall be increased to $700,000 in the event Seller’s default is (or includes) a refusal to fullfill Seller’s obligation to close on the sale of the Property pursuant to the terms of this Contract. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS Notwithstanding anything to the contrary in the foregoing, if specific performance is unavailable as a remedy due to the willful actions of Seller to avoid this Contract, Purchaser may pursue an action against Seller for its actual damages. 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 SELLERSSELLER, 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 SELLER 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 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. The provisions of this Section 10.2 shall survive the termination of this Agreement.

Seller Default. If a Seller defaults (i) in its obligations hereunder fails or refuses 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 consummate the sale of such the Property pursuant to this Contract or fails to perform any of Seller’s Property on other obligations hereunder in the Closing Datemanner and within the time required, 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 which failure or to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default refusal continues for more than ten (10) days after written notice from Purchaser, then, provided that Purchaser and which failure or refusal is not in default under waived by Purchaser, for any reason other than the termination of this ContractContract pursuant to a right to terminate expressly set forth herein or Purchaser’s failure to perform Purchaser’s obligations hereunder, at then Purchaser's election and , as Purchaser's ’s sole and exclusive remedy, Purchaser may either (ai) subject to the conditions below, seek enforce specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)obligations hereunder, or (bii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Purchaser, free of any claims by Seller or any other person with respect thereto, except for $100.00 which shall be delivered to Seller as independent consideration for this Contract, whereupon neither Seller nor Purchaser shall have any further rights or obligations to the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow Agentother hereunder (other than Purchaser’s obligations to Seller set forth in Section 10 hereof). If Purchaser, Purchaser terminates this Contract pursuant to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Propertydo so set forth herein, and neither party hereto shall have any further rights or obligations hereunder (other than Purchaser’s obligations to Seller set forth in Section 10 hereof), its direct and actual out-of-pocket expenses and costs the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (documented by paid invoices to third parties) in connection with the Property for which this Contract or so much thereof as has been terminateddeposited) to Purchaser, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance free 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 default under this Contract and (ii) file suit therefor any claims by Seller or any other person with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYrespect thereto.

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 other covenants or obligations under this Contract, including to sell its Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions Conditions below, seek specific performance of the defaulting Seller’s obligation 's obligations to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ ' Representative of Purchaser’s 's decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Applicable Share of the Deposit Amount for such Property (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, pursuant 's failure to any provision of this Section 10.2, elects 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 Property for which there was a default, then terminated Properties and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Applicable Share of the Deposit Amount for such terminated Property(including the Applicable Share of the Non-Refundable Initial Deposit Component)), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property Properties for which this Contract has been terminated, which damages shall not exceed $75,000 50,000.00 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s '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 Contract; and (ii) file suit therefor with the court on or before the ninetieth (90th) 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 '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 pursuant to the foregoing 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 '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 defaults (i) in the observance or performance of its covenants and 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 other covenants or obligations under this Contract (other than such any breach of any of Seller’s obligation to close on representations and warranties under this Agreement, the sale of such Seller’s Property on the Closing Dateexclusive 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 ▇▇▇ Seller for specific performance of this Agreement, but only if such suit is filed within sixty (60) days after written notice from Purchaser, 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 either (a) subject to the conditions below, seek specific performance occurrence of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)alleged default, or (bii) give a Termination Notice to Sellers’ Representative Terminate this Agreement by the delivery to Seller of Purchaser’s decision notice of such termination and to terminate this Contract for receive the 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 following which Seller shall also reimburse Buyer for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual all out-of-pocket costs and expenses and costs (documented incurred by paid invoices to third parties) Buyer in connection with the Property for this Agreement in an amount up to $250,000.00 (which obligation shall survive such termination). Except with respect to any right, obligation or liability which survives Closing or termination of this Contract has been terminatedAgreement, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Sellerincluding any indemnification provisions set forth in this Agreement, Buyer’s obligation rights to deliver the Deed pursuant to so Terminate this Contract only if, as a condition precedent to initiating such litigation Agreement or ▇▇▇ for specific performance, Purchaser first shall (i) not otherwise be are Buyer’s sole and exclusive remedies hereunder in the event of default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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, reportshereunder by Seller, and Buyer hereby waives, relinquishes and releases any and all other materials paid for with the out-of-pocket expenses reimbursed by Sellers rights and remedies (except any that survive Closing or termination pursuant to the foregoing sentenceexpress provisions of this Agreement), including, but not limited to: (1) any right to ▇▇▇ for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. 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 REMEDYBuyer 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 Property.

Seller Default. If a In the event that Seller defaults (i) in breaches its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to hereunder, and if 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 breach 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default continues for more than cured within ten (10) days after from written notice thereof from PurchaserBuyer to Seller, thenthe Buyer may, provided that Purchaser is not in default under this Contract, at Purchaser's election and as PurchaserBuyer's sole and exclusive remedyremedies, Purchaser may either: (i) elect to terminate this Agreement and receive the Deposit, in which event this Agreement shall be null and void without further recourse to either party hereto, (aii) subject to waive such default and consummate the conditions below, seek specific performance transactions contemplated hereby in accordance with the terms of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)Agreement, or (biii) give a Termination Notice take legal actions necessary to Sellers’ Representative of Purchaser’s decision compel Seller's specific performance hereunder (it being acknowledged that damages at law would be an inadequate remedy), and to terminate consummate the transaction contemplated by this Contract for Agreement in accordance with the 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 provisions of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated PropertyAgreement. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only if, as As a condition precedent to initiating such litigation Buyer exercising any right it may have to bring an action for specific performanceperformance hereunder, Purchaser first 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 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) not otherwise be 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 Contract 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 (i) solely to the Property, if Closing has not occurred, and (ii) file suit therefor with following the court on Closing, to the extent of the Purchase Price allocated and distributed to Seller. In no event shall Buyer seek satisfaction for any obligation from any partners, members, managers, shareholders, officers, directors, employees, agents, legal representatives, successors or before assigns of Seller, nor shall any of the ninetieth (90th) day after the Closing Dateforegoing have any personal liability for any such obligations of Seller. Purchaser Buyer further agrees that it Buyer shall promptly deliver to each not seek satisfaction for any obligation from any partners, members, managers, shareholders, officers, directors, employees, agents, legal representatives, successors or assigns of Seller an assignment (including, without limitation, the Designated Knowledge Party), nor shall any 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 pursuant to the foregoing 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 REMEDYhave any personal liability for any such obligations of Seller.

Seller Default. (a) If there exists a Seller defaults material breach or default by the Sellers in the performance of their obligations under this Agreement of which the Buyer has provided the Sellers written notice of and the Sellers have failed to cure within fifteen (i15) Business Days of such notice (but in its obligations hereunder all events such material breach or default is not cured prior to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect Closing Date, if earlier), provided that Sellers shall not be entitled to such Seller notice and opportunity to cure for failure to Close on the date required thereunderClosing Date (any such event, or (iia “Seller Event of Default”), then this Agreement may be terminated by the Buyer provided that, the Buyer may not terminate this Agreement pursuant to this Section 13.2(a) to close on the sale of such Seller’s Property if, on the Closing Date, thenthere exists a Buyer Event of Default; provided further, provided that Purchaser the Buyer may not terminate this Agreement pursuant to this Section 13.2(a) for so long as the Sellers are using reasonable and diligent efforts to cure the material breach or default and such material breach or default is not capable of being cured by Sellers prior to the Closing Date. In lieu of terminating this Agreement in default the event of a Seller Event of Default, the Buyer may specifically enforce the terms and provisions of this Agreement. If a Seller Event of Default occurs, then the Buyer shall be deemed to have elected to terminate this Agreement, receive back the Cash Deposit and terminate the Guaranty if the Buyer fails to file suit for specific performance against Seller in a court prescribed by this Agreement, on or before sixty (60) days following the date upon which Closing was to have occurred, in which case neither party shall have any further obligations under this ContractAgreement except for those obligations which expressly survive the termination of this Agreement. (b) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a), at Purchaser's election and as Purchaser's the Buyer’s sole and exclusive remedy, Purchaser may exercise its rights the Escrow Agent shall immediately disburse the Cash Deposit to the Buyer and the Guaranty shall immediately terminate, and upon such disbursement and termination, the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(c)). (c) In addition to terminating this Section 10.2 without any further opportunity Agreement and the Guaranty and receiving the Cash Deposit, in the event this Agreement is terminated as a result of such a Seller to receive notice or to cure such default. If a SellerEvent of Default, prior to the Closing, defaults in Buyer can seek reimbursement of its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and reasonable actual out-of-pocket expenses incurred in negotiating this Agreement and costs conducting due diligence activities contemplated hereunder, pursuing the consummation of the transactions contemplated by this Agreement (documented including any payments or reimbursements made by paid invoices to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers Buyer pursuant to the foregoing sentenceterms hereunder), and arranging for and documenting any financing and pursuing the Loan Assumption Consents (not to exceed the Buyer Expense Reimbursement Cap). SELLERS AND PURCHASER FURTHER AGREE THAT The provisions of this Section 13.2(c) shall survive the termination of this Agreement. (d) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10.2 IS INTENDED 13.2, BUYER EXPRESSLY WAIVES ITS RIGHT 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 SEEK 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 OTHER DAMAGES, ALL CLAIMS, RIGHTS OR OTHER REMEDIES UPON THE OCCURRENCE OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLERS FOR ANY BREACH BY A SELLER, SELLER EVENT 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 REMEDYDEFAULT.

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 other covenants representations, warranties, covenants, or obligations under this Contract, including to sell the Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may 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 the conditions below, seek specific performance of the defaulting SellerPurchaser’s obligation under Section 3.5.2 to deliver its Deed pursuant return or certify the destruction of all Third-Party Reports and information and Materials provided to this Contract (but not damages), or (b) give Purchaser as a Termination Notice pre-condition to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property20,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s '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 (ia) 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 Contract; and (iic) file suit therefor therefore with the court on or before the ninetieth (90th) 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 (a) above. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default continues Except 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed documents necessary to close Escrow as provided in Section 8 above, which shall be performed as required pursuant to this Contract only ifSection 8 above, as a condition precedent to initiating such litigation for specific performance, Purchaser first Seller shall (i) not otherwise be in default under this Contract Agreement prior to the Close 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 (ii) file suit therefor with 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 court on or before Closing Date may, at Seller’s election, be extended as necessary to allow such cure to occur. In the ninetieth (90th) day event Seller defaults in its obligations under this Agreement, after the Closing Dateexpiration 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 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 actual expenses incurred in connection with preparation and negotiation of this Agreement and due diligence relating thereto (not to exceed $50,000), or, in the alternative, (b) a suit for specific performance and the right to file a lis pendens against the Real Property; provided, however, that in the event Buyer elects to s▇▇ Seller for specific performance of Seller’s obligations 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 s▇▇ Seller for specific performance of Seller’s obligations under this Agreement. Purchaser In no event shall Seller be liable for any general, special, exemplary, incidental or consequential damages or for loss of profits. Notwithstanding anything to the contrary herein, Buyer on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns hereby agrees that it in no event or circumstance shall promptly deliver 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 each Seller an assignment the contrary contained herein, the maximum aggregate liability of all of Purchaser’s right, title and interest in and to (together with possession of) all plans, studies, surveys, reportsSeller, and other materials paid the maximum aggregate amount which may be awarded to and collected by Buyer (including, without limitation, for with any breach of any representation, warranty and/or covenant of Seller) under this Agreement or any documents executed pursuant hereto or in connection herewith, shall, under no circumstances whatsoever, exceed $150,000 in the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDYaggregate.

Seller Default. If a Seller defaults (i) in its obligations hereunder to (a) deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunder, thereunder or (iib) satisfy the conditions contained in Sections 8.1.1, 8.1.3 (with respect to close the covenants of Seller to be performed on the sale of such Seller’s Property Closing Date only) or 8.1.4 and provided that Purchaser is, on the Closing Date, thenready, provided that Purchaser is not 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 under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may exercise its Purchaser’s rights set forth contained 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 other covenants or obligations under this Contract (other than such Seller’s obligation which are to close on the sale of such Seller’s Property on the be performed prior to Closing Date), 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, provided that Purchaser is not in default under this Contract, at Purchaser's ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be immediately returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property150,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). 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 default under this Contract and (ii) file suit with respect to such litigation therefor with the court on or before the ninetieth (90th) 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. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 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 other covenants representations, warranties, covenants, or obligations under this Contract, including to sell its Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (aA) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation 's obligations to deliver its Deed pursuant to this Contract (but not damages), or (bB) give a Termination Notice to Sellers’ Seller's Representative of Purchaser’s 's decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Applicable Share of the Deposit Amount (including the Applicable Share of the Non-Refundable Portion) for such the terminated Property from the Escrow Agent. If Seller's Representative receives a Termination Notice, 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 purchase all of the Properties or terminate this Contract in its entirety; Purchaser, pursuant 's failure to any provision of this Section 10.2, elects 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 Property for which there was a default, then terminated Properties and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Applicable Share of the Deposit Amount for such the terminated PropertyProperties), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the each Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property45,000 (individually) for each Property so terminated. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to If this Contract only ifis terminated in whole or in part, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 pursuant to the foregoing sentence, which shall be delivered without representation or warranty of any kind. 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 'S EXCLUSIVE REMEDY REMEDIES 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 defaults (i) in the observance or performance of its covenants and 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)hereunder, 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 s▇▇ 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, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance occurrence of the defaulting Seller’s obligation to deliver its Deed alleged default, unless Buyer is legally precluded from bringing such suit pursuant to this Contract (but not damages), bankruptcy law requirements within such one hundred eighty day period or (bii) give a Termination Notice to Sellers’ Representative Terminate this Agreement by the delivery to Seller of Purchaser’s decision notice of such termination and Buyer shall be entitled to terminate all of its out-of pocket costs (including legal fees) incurred in connection with the transactions contemplated by this Contract for the Property for which there was such a default and receive a return Agreement payable within five (5) days of the Allocated Deposit Amount for such Property from Escrow Agent. If Purchaser, pursuant demand; provided however that Buyer shall not be able to recover any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 including legal fees) to third parties) in connection with the Property 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 s▇▇ for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance are Buyer’s sole and exclusive remedies hereunder in the event of defaulting a default hereunder by 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 and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 Buyer hereby waives, relinquishes and releases any and all other materials paid for with the out-of-pocket expenses reimbursed by Sellers rights and remedies (except any that survive Closing or termination pursuant to the foregoing sentenceexpress provisions of this Agreement), including, but not limited to: (1) any right to s▇▇ for damages, or (2) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise. 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 CONTRACTBuyer 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 Property. 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 REMEDYThe provisions of this Paragraph 12.2 shall survive the termination hereof.

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 other covenants or obligations under this Contract, including to sell the Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property100,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). 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 requirements of this Contract, including, without limitation, Sections 2.2.3 and 5.3 (with the exception of Section 5.3.1); (ii) not otherwise be in default under this Contract Contract; and (iiiii) file suit therefor with the court on or before the ninetieth (90th) 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. 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 defaults (i) in the observance or performance of its covenants and 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)hereunder, 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 suc▇ ▇uit 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, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed bringing such suit pursuant to this Contract (but not damages), bankruptcy law requirements within such one hundred eighty day period or (bii) give a Termination Notice to Sellers’ Representative Terminate this Agreement by the delivery to Seller of Purchaser’s decision notice of such termination and Buyer shall be entitled to terminate all of its out-of pocket costs (including legal fees) incurred in connection with the transactions contemplated by this Contract for the Property for which there was such a default and receive a return Agreement payable within five (5) days of the Allocated Deposit Amount for such Property from Escrow Agent. If Purchaser, pursuant demand; provided however that Buyer shall not be able to recover any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 including legal fees) to third parties) in connection with the Property 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 sue for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance are Buyer's sole and exclusive remedies h▇▇▇under in the event of defaulting a default hereunder by 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 and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 Buyer hereby waives, relinquishes and releases any and all other materials paid for with the out-of-pocket expenses reimbursed by Sellers rights and remedies (except any that survive Closing or termination pursuant to the foregoing sentenceexpress provisions of this Agreement), including, but not limited to: (1) any right to sue for damages, or (2) any other right or remedy which Buyer may othe▇▇▇se have against Seller either at law, in equity or otherwise. 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 CONTRACTBuyer 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 Property. 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 REMEDYThe provisions of this Paragraph 12.2 shall survive the termination hereof.

Seller Default. If a Subject to Section 11.3 below, in the event Seller defaults (ia “Seller Default”) in its obligations hereunder under any of the material terms of this Agreement prior to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderClosing, or (ii) to close on the sale of such SellerBuyer shall be entitled as Buyer’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 remedy to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (aA) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property)Deposit, its direct and actual out-of-pocket expenses and costs or (documented by paid invoices B) if the Seller Default was Seller’s failure to third parties) deliver the Deed and/or any other conveyance documents to Escrow Holder at Closing in connection with breach of the Property for which this Contract has been terminatedAgreement, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek elect to pursue the remedy of specific performance of defaulting Seller’s obligation to deliver the Deed pursuant and any such other conveyance documents to this Contract only ifEscrow Holder(without any damages of any kind), as a condition precedent to initiating such litigation for specific performance, Purchaser first shall provided that (i) not otherwise any such suit for specific performance must be in default under this Contract filed within thirty (30) days after the Scheduled Closing Date, and (ii) file suit therefor with Buyer shall have the court sole and exclusive burden of proof in any specific performance proceeding to show that, but for Seller’s Default, Buyer was ready, willing and able to fund the Purchase Price on or before the ninetieth (90th) day after the Closing DateDate and that Buyer will stand ready, willing and able to fund the Purchase Price should Buyer prevail at the conclusion of any such specific performance action. Purchaser agrees that it Seller shall promptly deliver have no liability to each Seller 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 (a) to pursue an assignment action for the specific performance of all this Agreement; and (b) to record or file a notice of Purchaser’s rightlis pendens or notice of pendency of action or similar notice against any portion of the Property, title and interest except for, or in and to connection with, the proper exercise by Buyer of its remedy of specific performance under clause (together with possession ofb) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentenceof this Section 11.2. SELLERS AND PURCHASER FURTHER AGREE THAT NOTHING IN THIS SECTION 10.2 IS INTENDED 11.2 SHALL, HOWEVER, BE DEEMED TO LIMIT SELLER’S LIABILITY TO BUYER FOR SELLER’S INDEMNIFICATION OBLIGATIONS PROVIDED IN SECTION8.8 ABOVE OR FOR ATTORNEYS’ FEES 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 COSTS AS PROVIDED 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 REMEDYSECTION 12.13 BELOW.

Seller Default. If a Seller defaults (i) defaults 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 the Property on the Closing Date, then, provided that Purchaser is not in default or (ii) prior to the Closing defaults on its covenants or obligations under this ContractContract in any material way, and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property100,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages), including injunctive and equitable relief and lis pendens to prevent the sale of the Property to a third party. Purchaser may seek specific performance of defaulting Seller’s 's obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract in any material way; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s 's right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials materials, exclusive of attorneys’ files and documents, legally privileged documents and internal or proprietary documents of Purchaser, paid for with the out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 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 ContractIf, 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 or any further opportunity of such Seller to receive notice or to cure such default. If a Seller, time prior to the Closing, defaults in Seller fails to perform its other covenants or obligations under this Contract Agreement in any material respect, which breach or default is not caused by a Purchaser Default (other than as hereinafter defined) and if Seller fails to cure such Seller’s obligation to close on the sale breach or default within five (5) Business Days after receipt of such Seller’s Property on the Closing Date), and such default continues for more than ten (10) days after written notice thereof from Purchaser, thenPurchaser (the “Seller Cure Period”), provided that Seller shall not be entitled to any notice or cure period with respect to the delivery of the Seller Closing Deliveries at Closing (such event, a “Seller Default”), Purchaser is not in default under this Contractmay elect, at Purchaser's election and as Purchaser's the sole and exclusive remedyremedy of Purchaser, Purchaser may either (a) subject to terminate this Agreement and receive the conditions belowDeposit from the Escrow Agent, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative and recover from Seller all of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual documented third party out-of-pocket expenses and costs incurred to the date of such termination, not to exceed a total of One Million Five Hundred Thousand Dollars (documented by paid invoices $1,500,000), (b) seek to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek enforce specific performance of defaulting Seller’s obligation to convey title to the Property, without adjustment to, or credit against, the Purchase Price, except as otherwise set forth in this Agreement, or (c) waive any Seller Default at or prior to the Closing and proceed to the Closing without any abatement of the Purchase Price or other credit. In any election under (a), (b) or (c), Purchaser shall not have the right to seek damages (although as provided in Section 17.12 the prevailing party in any legal action shall be entitled to recover reasonable attorneys’ fees and costs); provided, notwithstanding anything set forth herein, if the remedy of specific performance is not available to Purchaser due to Seller’s intentional or willful breach of 50 this Agreement, then Purchaser shall be entitled to pursue any and all rights and remedies against Seller including the right to seek and recover damages. Purchaser shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Purchaser fails to deliver the Deed pursuant to this Contract only if, as Seller written notice of its intent to file a condition precedent to initiating such litigation cause of action for specific performance, Purchaser first shall (i) not otherwise be in default under this Contract and (ii) file suit therefor with the court performance against Seller on or before the ninetieth date that is thirty (90th30) day days after the Scheduled Closing Date, or having given Seller notice, Purchaser fails to file a lawsuit asserting such cause of action within thirty (30) days after the date of such written notice of intent. Notwithstanding anything to the contrary in this Agreement, Purchaser agrees that it shall promptly deliver not have the right to each exercise its remedies under this Section 14.1 for an alleged Seller an assignment breach or default of all a covenant or obligation under this Agreement, unless Purchaser has provided written notice to Seller specifying, in reasonable detail, the nature of Purchaser’s right, title and interest in and to (together with possession of) all plans, studies, surveys, reportsthe alleged Seller breach or default, and other materials paid for with Seller has not cured such alleged Seller default, within Seller Cure Period; in which case, the outClosing shall be postponed until the date which is five (5) Business Days after the expiration of Seller Cure Period. Notwithstanding the foregoing, in the event of a default by any party of any indemnification obligations in this Agreement that expressly survive Closing or the termination or cancellation of this Agreement, or any obligation to be performed subsequent to Closing, then the non-of-pocket expenses reimbursed defaulting party shall be entitled to seek any legal redress permitted by Sellers pursuant to law or equity against the foregoing sentencedefaulting party. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT [REMAINDER 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.PAGE INTENTIONALLY LEFT BLANK]

Seller Default. If Seller shall be in default hereunder upon the occurrence of any one or more of the following events (each a “Seller defaults Default”): 15.2.1 With the exception of any matter which is disclosed to Buyer in the Property Documents, in a written notice to Buyer delivered at least three (3) business days prior to the Due Diligence Expiration Date, or is a matter of public record, or is otherwise discovered by or known to Buyer before the Due Diligence Expiration Date, any of Seller’s warranties or representations set forth in Sections 3.3.2 or 9 are untrue or inaccurate in any material respect when made or at the Close of Escrow; or 15.2.2 Except for immaterial failures which Seller remedies promptly after notice from Buyer, Seller shall fail to meet, comply with or perform any covenant, agreement, or obligation to be performed by Seller from and after the Due Diligence Expiration Date, for any reason other than a Buyer default; or 15.2.3 Seller shall fail to deliver at the Close of Escrow any of the items required of Seller in Section 4.3 hereof, for any reason other than a Buyer default, except for immaterial failures which Seller remedies promptly after notice from Buyer. In the event of a default by Seller hereunder occurring prior to the Close of Escrow, BUYER MAY, AT BUYER’S SOLE DISCRETION (AND AS ITS SOLE AND EXCLUSIVE REMEDY), DO ANY ONE OF THE FOLLOWING: (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 thereunderWAIVE THE DEFAULT AND PROCEED WITH THE CLOSE OF ESCROW, or WITHOUT ADJUSTMENT TO THE PURCHASE PRICE; 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 other covenants or obligations under this Contract TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT; OR (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default continues for more than ten (10iii) days after written notice from Purchaser, 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 either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 ENFORCE SPECIFIC PERFORMANCE OF THIS CONTRACT AGREEMENT, PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE BROUGHT BY THE BUYER MUST BE FILED, SERVED AND HAS FILED COMMENCE NO LATER THAN THIRTY (30) DAYS AFTER THE DATE OF THE SELLER DEFAULT. BUYER SHALL NOT HAVE ANY OTHER RIGHTS OR REMEDIES HEREUNDER WHETHER BY CONTRACT, AT LAW OR IN EQUITY AS A RESULT OF ANY DEFAULT BY SELLER OCCURRING PRIOR TO THE CLOSE OF ESCROW, AND IS DILIGENTLY PURSUING AN ACTION SEEKING BUYER HEREBY WAIVES ANY OTHER SUCH REMEDYREMEDY (INCLUDING ANY REMEDY AVAILABLE At LAW OR IN EQUITY) AS A RESULT OF A DEFAULT HEREUNDER BY SELLER.

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 other covenants representations, warranties, covenants, or obligations under this Contract, including to sell the Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (aA) subject this Contract shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser (upon the performance of Purchaser's obligation under Section 3.5.2 to provide copies to Seller of all Third-Party Reports as a pre-condition to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If to Purchaser, pursuant to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then ) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 50,000 in aggregate, or (B) Purchaser may seek specific performance of defaulting Seller’s '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) but not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datedamages). Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 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.OF

Seller Default. If a Seller defaults (i) in defaults on 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 the Property on the Closing Date, then, provided that Purchaser is not in default or (ii) prior to the Closing defaults on its covenants or obligations under this Contract, and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s 's obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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. Notwithstanding the foregoing, if Seller transfers title to the Property to a third party prior to the termination of this Contract such that Purchaser is unable to bring an action for specific performance pursuant to this Section 10.2, then the Deposit shall be returned to Purchaser and Seller shall pay Purchaser $500,000 in liquidated damages (but no additional punitive, consequential, speculative or other damages). Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s 's right, title and interest in and to (together with possession of) all plans, studies, surveys, reports, and other materials (other than Purchaser’s attorney’s work product) paid for with the out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 (x) 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, (y) prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s its Property 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions Conditions below, seek specific performance of the defaulting Seller’s obligation obligations to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property100,000 in aggregate. 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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) 90th day after the Closing Date. ; if Purchaser agrees that it fails to file an action for specific performance within 90 days after the Closing Date, then Purchaser shall promptly deliver be deemed to each Seller an assignment of all of Purchaser’s right, title and interest have elected to terminate the Contract in and to (together accordance with possession of) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentencethis Section 10.2. 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 defaults (i) Seller defaults 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 the 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, (ii) prior to the Closing, Seller defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property50,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). 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 (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 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 (a) above, 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 out-of-pocket expenses reimbursed by Sellers Seller pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, 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 SELLER 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 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 In the event Seller defaults breaches or fails, without legal excuse, to complete the sale of the Property or to perform its obligations under this Agreement, Buyer may, as its sole remedy therefor, subject to the next paragraph of this Section 9.2, either (i) enforce specific performance of this Agreement against Seller (unless specific performance is unavailable to Buyer because Seller conveyed the Property to a third party, in which event Buyer shall be entitled to recover its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 out of pocket expenses in connection with respect to such Seller on the date required thereunderthis transaction, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If PurchaserDeposit, pursuant to except that in the case of any provision breach of this Section 10.2a representation, elects to terminate this Contract for warranty or covenant of Seller which survives the Property for which there was a defaultclosing, then Purchaser may recoverif Buyer closes, Buyer shall be entitled, as its sole recoverable remedy, to recover its actual damages therefor. 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 (but without limiting its right to receive a refund or upon consummation of the Allocated Deposit Amount for such terminated Propertytransaction contemplated hereunder, to the net proceeds of the sale thereof actually received by Seller), its direct and actual out-of-pocket expenses and costs that in no event shall Buyer seek or obtain any recovery or judgment against any of Seller's other assets (documented if any) or against any of Seller's partners (or their constituent partners) or any director, officer, employee or shareholder of any of the foregoing. Buyer agrees that Seller shall have no liability to Buyer for any breach of Seller's covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by paid invoices Seller to third parties) in connection with Buyer, or under any law applicable to the Property or this transaction unless the valid claims for all such breaches collectively aggregate more than Twenty Thousand Dollars ($20,000), in which this Contract has been terminatedevent the full amount of such valid claims shall be actionable, which damages shall not exceed $75,000 per terminated Propertyup to the cap set forth in the following sentence. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only ifFurther, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser Buyer agrees that it 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 Buyer, or under any law applicable to the Property or this transaction, shall promptly deliver be limited to each Seller an assignment Buyer's actual damages not in excess of all of Purchaser’s right, title and interest $175,000 in and to (together with possession of) all plans, studies, surveys, reportsthe aggregate, and that in no event shall Buyer be entitled to seek or obtain any other materials paid for with damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding the out-of-pocket expenses reimbursed by Sellers pursuant foregoing, no claim shall be subject to any cap on damages to the foregoing 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 REMEDYextent it is based upon fraud.

Seller Default. If a Seller defaults (i) in defaults on 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 the Property on the Closing Date, then, provided that Purchaser is not in default or (ii) prior to the Closing defaults on its covenants or obligations under this ContractContract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for Contract, and all payments and things of value, including the Property for which there was such a default Deposit, provided by Purchaser hereunder shall be returned to Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property100,000 in the aggregate, or (b) subject to the conditions below, seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s 's obligation to deliver close on the Deed sale of the Property pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Contract; and (iiy) file suit therefor with the court on or before the ninetieth (90th) 90th day after the Closing Date or the date the Closing should have occurred. 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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. 11.1.1 If a Seller defaults 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, in its 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 hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunderthis Agreement, except for any obligations that expressly survive termination, or (ii) to close on 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 sale failure of which shall constitute a waiver by Purchaser of such Sellerright and remedy; and provided further that, notwithstanding anything in this Agreement to 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 Property on due diligence review of the Closing DateProperty, thenin an aggregate amount up to, provided that 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 is shall not in default under have commenced an action for specific performance within the aforementioned time period or so notified Seller of its election to terminate this ContractAgreement, at Purchaser's election and as Purchaser's ’s sole and exclusive remedyremedy 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 fiftieth (50th) day after the scheduled Closing Date. If there is a failure in any material respect of any condition precedent to Closing hereunder, as set forth in Section 8.1 hereof (except as otherwise specifically provided to the contrary in this Agreement), and such failure is not remedied within the time periods specified in Section 8.1, then (except as otherwise specifically provided to the 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 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, except for any obligations that expressly survive termination. 11.1.2 In the event that Purchaser discovers after Closing that Seller breached any of its representations or warranties (or Closing occurs under Section 8.4 hereof notwithstanding a breach), including, without limitation, any representations and warranties in any Seller Estoppel Statement, 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 aggregate sum of Three Million Dollars ($3,000,000); provided that, in no event shall Seller have any liability to Purchaser unless an action is commenced within one hundred eighty (180) days following the Closing, TIME BEING OF THE ESSENCE. Notwithstanding the foregoing, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to Purchaser at law, in equity or under this Agreement to make a claim against Seller for damages that Purchaser may exercise its incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties being untrue, inaccurate or incorrect if (1) Purchaser knew or is deemed to have known (as defined below) that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing and Purchaser nevertheless closes title hereunder except pursuant to Section 8.4 hereof, or (2) Purchaser’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are less than One Hundred Fifty Thousand Dollars ($150,000.00), in the aggregate. Purchaser shall be “deemed to have known” that a representation or warranty was untrue, inaccurate or incorrect at the time of the Closing if the Property Information furnished or made available to Purchaser by or on behalf of Seller contains information which is inconsistent with such representation or warranty. Seller’s representations and warranties shall survive the Closing for a period of one hundred eighty (180) days following the Closing. 11.1.3 In no event whatsoever shall Purchaser be entitled to specific performance or any damages, rights or remedies against Seller as a result of any default of Seller hereunder, other than as specifically 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $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 default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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 REMEDY11.1.

Seller Default. If a If, prior to the consummation of the Closing, Seller (a) defaults (i) in on its obligations hereunder to deliver to Escrow Agent the deliveries specified under as required pursuant to the terms of Section 5.2 with respect or to such Seller on consummate the date required thereunder, or (ii) to close on the sale of such Seller’s Property Transactions 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, (b) defaults in any material respect on any of its other covenants representations, warranties or obligations under this Contract Agreement (other than such and, only in the case of the Seller’s obligation to close on Representations, the sale of such Seller’s Property on the Closing Dateclosing 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, provided that Purchaser is not in default under this Contract, at Purchaser's ’s election and as Purchaser's sole and ’s exclusive remedy, Purchaser may either (ai) terminate this Agreement, and the Deposit shall be returned to Purchaser, or (ii) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed consummate the Transactions pursuant to and in accordance with this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Purchaser may recover, as its sole recoverable damages Agreement (but without limiting its right seeking or collecting any Damages). In the event that Purchaser terminates this Agreement pursuant to receive a refund clause (i) of the Allocated Deposit Amount for preceding sentence as a result of Seller’s knowing, intentional and willful actions, then Seller shall pay to the Purchaser an amount equal to Purchaser’s Expenses within ten (10) Business Days following such terminated Property), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Propertytermination. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver close on the Deed sale of the Property pursuant to this Contract Agreement only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (ix) not otherwise be in default under this Contract Agreement; and (iiy) file suit therefor with the court on or before the ninetieth date that is one hundred twenty (90th120) day days after the Closing Date. If Purchaser agrees that it fails to file an action for specific performance within one hundred twenty (120) days after the Closing Date, then Purchaser shall promptly deliver be deemed to each Seller an assignment have elected to terminate this Agreement and receive a return of all of Purchaser’s right, title and interest the Deposit in and to accordance with subsection (together with possession ofi) all plans, studies, surveys, reports, and other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentenceabove. SELLERS 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 SELLERS, SELLER HEREUNDER AND BOTH AT LAW AND IN EQUITY EQUITY, ARISING FROM OR RELATED TO A BREACH BY ANY SELLER COVERED BY THE FIRST SENTENCE 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 CONTRACTSECTION 10.2. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST ANY THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AGREEMENT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Seller Default. If a Seller Seller, prior to the Closing, 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 thereundercovenants, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default obligations under this Contract, including to sell the Property as required by this Contract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages)shall terminate, or (b) give a Termination Notice and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Purchaser 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property20,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). Purchaser may seek specific performance of defaulting Seller’s '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; (ii) not otherwise be in default under this Contract Contract; and (iiiii) file suit therefor with the court on or before the ninetieth (90th) 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. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 defaults breaches or fails to timely complete the sale of the Property or to timely perform its obligations under this Agreement, Buyer may, as its sole and exclusive remedy therefor, subject to the next paragraph of this Section 11.2, either (i) enforce specific performance of this Agreement against Seller, provided that any action for specific performance must be commenced, if at all, within ninety (90) days after such default, including damages for reimbursement of all reasonable attorneys’ fees and costs incurred in its obligations hereunder connection with such action for specific performance not to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunder, exceed $25,000.00 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default Agreement and receive a return of the Allocated Deposit Amount Deposit, including all interest earned thereon, and the entire amount of the Modifications Escrow, including from the Escrow Agent the portion thereof that has not already been released to Seller and payment from Seller of the amount thereof that had been previously released to Seller. ▇▇▇▇▇ 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 Property 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 actionable, from Escrow Agentthe first One Dollar ($1.00) of damages up to the cap set forth in the following sentence. If PurchaserFurther, pursuant ▇▇▇▇▇ 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 ($332,500.00) in the aggregate, and that in no event shall Buyer be entitled to seek or obtain any consequential, indirect or punitive damages. Notwithstanding the foregoing, there shall be no cap on Buyer’s damages with respect to any provision breach of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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 Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation covenants, representations and warranties if such breach is a result of or related to deliver fraud or intentional misrepresentation on 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 and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment part 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 pursuant to the foregoing 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 REMEDYSeller.

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 As long as Purchaser is not then in material default under this Contract, at Purchaser's election of its covenants 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 obligations hereunder if Seller, prior to the Closing, materially defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date)Contract, 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, provided that Purchaser is not in default under this Contract, at Purchaser's ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, Purchaser may seek specific performance of the defaulting Seller’s obligation obligations under this Contract, including, without limitation, to deliver its Deed the Transferred REIT Interests (UTI) Assignment pursuant to this Contract (but not damages), ) or (b) give a Termination Notice Purchaser may deliver written notice to Sellers’ Representative Seller of Purchaser’s decision to terminate this Contract, in which case this Contract shall terminate and be of no further force and effect subject to and except for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow AgentSurviving Provisions. If Purchaser, pursuant to any provision of this Section 10.2, Purchaser elects to terminate this Contract for seek specific performance in accordance with clause (a) in the Property for which there was immediately preceding sentence and subsequently receives a defaultfinal judgement that such remedy is unavailable due to an act of Seller, then Seller shall reimburse Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund within ten (10) days of Seller’s receipt of Purchaser’s written notice and evidence of such costs) the Allocated Deposit Amount for such terminated Property), its direct and actual out-of-pocket costs and expenses (including without limitation attorneys’ and costs (documented consultants’ fees) incurred by paid invoices to third parties) Purchaser in connection with the Property for which this Contract has been terminated, which damages shall not exceed and/or the transaction contemplated hereby up to a maximum reimbursement of such out-of-pocket costs of $75,000 per terminated Property250,000 in the aggregate. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to 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 Purchase Price) to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Section 2.2.35.3; (ii) not otherwise be in material default under this Contract Contract; and (iiiii) file suit therefor with the court on or before ninety (90) days after the ninetieth delivery of all Purchaser Closing deliveries (90thother than the Purchase Price) day to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, and Section 5.3; if Purchaser fails to file an action for specific performance within ninety (90) days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with Section 10.2(b) above. 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 out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing sentence. SELLERS 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 SELLERSSELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, 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 SELLERS THE OTHER FOR ANY BREACH BY A SELLERSELLER AND PURCHASER, OF ITS 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 ANY 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 Seller Seller, prior to the Closing, 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 thereunderrepresentations, warranties, covenants, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default obligations under this Contract, including to sell the Property as required by this Contract and such default continues for more than 10 days after written notice from Purchaser, then, 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 other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 and as Purchaser's sole and exclusive remedy, Purchaser may 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 conditions below, seek specific performance destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the 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, then Deposit) and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedtransaction, which damages shall not exceed $75,000 per terminated Property. 50,000 in aggregate, or (b) Purchaser may seek specific performance of defaulting Seller’s '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) but not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Datedamages). Purchaser agrees that it shall promptly deliver to each Seller an assignment assignment, without recourse, of all of Purchaser’s '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 Seller pursuant to the foregoing sentence. SELLERS 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 'S EXCLUSIVE REMEDY AGAINST SELLERSSELLER, 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 SELLER 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 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 defaults (i) in its obligations hereunder either Closing fails to deliver to Escrow Agent occur on or before the deliveries specified applicable Closing Date by reason of Seller’s breach of or default under Section 5.2 with respect to such Seller on the date required thereunderthis Agreement, 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 First Closing, defaults the “Closing” (as such term is defined in its other covenants the Purchase and Sale Agreement [Portfolio #1]) fails to occur on or obligations under this Contract before the “Closing Date” (other than as such term is defined in the Purchase and Sale Agreement [Portfolio #1]) by reason of Seller’s obligation to close on breach of or default under the sale of such Seller’s Property on the Closing Date)Purchase and Sale Agreement [Portfolio #1], and any such default circumstance continues for more than ten five (105) days Business Days after written notice from PurchaserBuyer to Seller, thenwhich written notice shall detail such failure, provided that Purchaser is not in default under this Contractrefusal or untruth, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser then Buyer may either elect to (a) subject terminate this Agreement by written notice to the conditions belowSeller, seek specific performance after which Buyer will receive a full refund of the defaulting Seller’s obligation Deposit and Seller shall promptly pay the Liquidated Damages Amount to deliver its Deed pursuant to Buyer as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Contract (but not damages)Agreement, or (b) give waive the condition and proceed to close the Transaction with no reduction in the Purchase Price. Seller and Buyer acknowledge and agree that Buyer’s right to collect and retain the Liquidated Damages Amount is not a Termination Notice penalty, it being agreed between the parties hereto that the actual damages to Sellers’ Representative Buyer in the event of Purchaser’s decision such failure, refusal or untruth are impractical to terminate this Contract for ascertain and the Property for which there was such a default and receive a return amount of the Allocated Deposit Liquidated Damages Amount for such Property from Escrow Agentis a reasonable estimate thereof. 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, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to 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) Except in connection with the Property indemnification obligations of Seller hereunder and under the Closing Documents and Seller’s payment obligations under Section 15.19, Buyer hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller: (A) for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Sellerthis Agreement or injunctive relief of any kind, (B) for any other remedy at law or in equity, other than the Liquidated Damages Amount, or (C) to recover any damages of any nature or description other than or in excess of the Liquidated Damages Amount. Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Buyer or seek or claim a refund or reduction of the Liquidated Damages Amount (or any part thereof) on the grounds it is unreasonable in amount and exceeds Buyer’s obligation to deliver the Deed pursuant to this Contract only if, as actual damages or that its retention by Buyer constitutes a condition precedent to initiating such litigation for specific performance, Purchaser first shall penalty and not agreed upon and reasonable liquidated damages. The term “Liquidated Damages Amount” means (i) not otherwise be in default under this Contract prior to the First Closing, an amount equal to 2.5% of the aggregate Purchase Price for the First Property Group and the Second Property Group and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver First Closing, an amount equal to each Seller an assignment 2.5% of all of Purchaser’s rightthe Purchase Price for the Second Property Group, 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 which amount may be reduced by Sellers any Deposit Reimbursement Amount pursuant to the foregoing 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 REMEDYterms of Section 8.5.

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 other covenants or obligations under this Contract, including to sell its Property as required by this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), 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 ’s election and as Purchaser's ’s sole and exclusive remedy, Purchaser may either (a) subject to the conditions Conditions below, seek specific performance of the defaulting Seller’s obligation obligations to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow Agentin its entirety with respect to both Properties (but not in part with respect to one Property). If Purchaser, pursuant to any provision of this Section 10.2, elects to terminate this Contract for is terminated, Purchaser shall recover the Property for which there was a default, then Deposit and Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated PropertyDeposit), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminatedProperties, which damages shall not exceed $75,000 50,000 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) deliver all Purchaser Closing documents to Escrow Agent in accordance with the requirements of this Contract, including, without limitation, Section 5.3 (with the exception of Section 5.3.1); (ii) not otherwise be in default under this Contract Contract; and (iiiii) file suit therefor with the court on or before the ninetieth (90th) 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 other materials paid for with the out-of-pocket expenses reimbursed by Sellers pursuant to the foregoing 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.