Common use of Seller Default Clause in Contracts

Seller Default. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT HEREUNDER, THEN PURCHASER SHALL HAVE, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costs.

Seller Default. IF THE TRANSACTION HEREIN PROVIDED TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT, BREACH OR FAILURE TO PERFORM HEREUNDER OR SELLER SHALL OTHERWISE BREACH IN ANY MATERIAL RESPECT (UNLESS ALREADY SUBJECT TO A MATERIALITY QUALIFIER, IN WHICH CASE IT SHALL BE TRUE AND CORRECT IN ALL RESPECTS) ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS UNDER THIS AGREEMENT, AND BUYER IS NOT THEN IN DEFAULT HEREUNDER, THEN PURCHASER SHALL HAVEBUYER, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIESEXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT), WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) SHALL HAVE THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT ▇▇▇▇▇▇▇ MONEY SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED BUYER, AND, IN ADDITION TO THE “PURCHASER▇▇▇▇▇▇▇ MONEY, PAYMENT FROM SELLER OF UP TO $500,000 OF THE BUYER’S TRANSACTION COSTS” REASONABLE OUT OF POCKET COSTS AND EXPENSES (AS DEFINED BELOWINCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH THIS TRANSACTION)) , AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS), PURCHASER BUYER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, ; OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN)ASSETS; PROVIDED THAT ANY ACTION BY PURCHASER BUYER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY NINETY (3090) DAYS OF DISCOVERY OF SELLER’S DEFAULTDEFAULT OR THE CLOSING DATE, WHICHEVER IS LATER, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER BUYER OF SUCH RIGHT AND REMEDY. NOTWITHSTANDING THE FOREGOING, IF PURCHASER THE REMEDY OF SPECIFIC PERFORMANCE IS NOT AVAILABLE AS A REMEDY OR THE SELLER HAS OTHERWISE INTENTIONALLY OR WILLFULLY DEFAULTED, THEN THE $500,000 LIMITATION PROVIDED IN CLAUSE (A) ABOVE SHALL NOT APPLY AND BUYER SHALL BE PERMITTED TO PURSUE ANY REMEDY AT LAW OR EQUITY. IF BUYER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASERBUYER’S SOLE REMEDY (EXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT) SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costs.

Seller Default. IF THE TRANSACTION HEREIN PROVIDED TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT, BREACH OR FAILURE TO PERFORM HEREUNDER OR SELLER SHALL OTHERWISE BREACH IN ANY MATERIAL RESPECT (UNLESS ALREADY SUBJECT TO A MATERIALITY QUALIFIER, IN WHICH CASE IT SHALL BE TRUE AND CORRECT IN ALL RESPECTS) ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS UNDER THIS AGREEMENT, AND BUYER IS NOT THEN IN DEFAULT HEREUNDER, THEN PURCHASER SHALL HAVEBUYER, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIESEXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT), WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) SHALL HAVE THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT ▇▇▇▇▇▇▇ MONEY SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED BUYER, AND, IN ADDITION TO THE “PURCHASER▇▇▇▇▇▇▇ MONEY, PAYMENT FROM SELLER OF UP TO $250,000 OF THE BUYER’S TRANSACTION COSTS” OUT OF POCKET COSTS AND EXPENSES ACTUALLY INCURRED (AS DEFINED BELOWINCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH THIS TRANSACTION)) , AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS), PURCHASER BUYER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, ; OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN)ASSETS; PROVIDED THAT ANY ACTION BY PURCHASER BUYER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY NINETY (3090) DAYS OF DISCOVERY OF SELLER’S DEFAULTDEFAULT OR THE CLOSING DATE, WHICHEVER IS LATER, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER BUYER OF SUCH RIGHT AND REMEDY. NOTWITHSTANDING THE FOREGOING, IF PURCHASER THE REMEDY OF SPECIFIC PERFORMANCE IS NOT AVAILABLE AS A REMEDY OR THE SELLER HAS OTHERWISE INTENTIONALLY OR WILLFULLY DEFAULTED, THEN THE $250,000 LIMITATION PROVIDED IN CLAUSE (A) ABOVE SHALL NOT APPLY AND BUYER SHALL BE PERMITTED TO PURSUE ANY REMEDY AT LAW OR EQUITY. IF BUYER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASERBUYER’S SOLE REMEDY (EXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT) SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costs.

Seller Default. IF THE TRANSACTION HEREIN PROVIDED CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT HEREUNDERUNDER THIS AGREEMENT, THEN PURCHASER SHALL HAVE, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (AGREEMENT, IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER, AND SELLER SHALL REIMBURSE PURCHASER FOR ITS ACTUAL OUT OF POCKET THIRD PARTY COSTS INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS AND ACTIVITIES CONTEMPLATED HEREBY (INCLUDING ANY ATTORNEYS FEES AND COSTS, DUE DILIGENCE EXPENSES AND NON-REFUNDABLE DEPOSITS OR OTHER AMOUNTS PAID TO LENDERS), PROVIDED THAT IN NO EVENT MAY PURCHASER SHALL BE ENTITLED TO THE “PURCHASER’S TRANSACTION RECOVER MORE THAN AN AGGREGATE OF $100,000 OF SUCH COSTS” (AS DEFINED BELOW)) , AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, OBLIGATIONS (PURCHASER HEREBY WAIVING ANY OTHER RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, ); OR (B) IF SELLER SHALL WILLFULLY FAIL TO TRANSFER THE PROPERTY PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREINHEREIN OTHER THAN SELLER’S OBLIGATION TO DISCHARGE MONETARY LIENS); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY SIXTY (3060) DAYS OF DISCOVERY THE DATE ON WHICH PURCHASER OBTAINS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND PURSUE ITS REMEDIES IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costs.

Seller Default. IF IN THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON EVENT SELLER BREACHES OR FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE SALE OF SELLER’S DEFAULT HEREUNDERTHE PROPERTY OR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THEN PURCHASER SHALL HAVEBUYER MAY, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIESREMEDY THEREFORE, WHETHER AVAILABLE AT LAW OR IN EQUITYSUBJECT TO THE NEXT PARAGRAPH OF THIS SECTION, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (AI) ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT AGAINST SELLER PROVIDED SUCH ACTION IS FILED WITHIN TWENTY SIX (6) MONTHS FOLLOWING SUCH DEFAULT OR BREACH BY SELLER, OR (II) TERMINATE THIS AGREEMENT (AND RECEIVE A RETURN OF THE ▇▇▇▇▇▇▇ MONEY, TOGETHER WITH ALL INTEREST EARNED THEREON, EXCEPT THAT IN THE CASE OF ANY MATERIAL BREACH OF A REPRESENTATION, WARRANTY OR COVENANT OF SELLER WHICH EVENT SURVIVES THE DEPOSIT CLOSING, IF BUYER CLOSES, BUYER SHALL BE RETURNED ENTITLED, AS ITS SOLE REMEDY, TO PURCHASER RECOVER ITS ACTUAL DAMAGES THEREFOR. BUYER AGREES THAT ANY RECOVERY AGAINST SELLER FOR ANY BREACH OF SELLER'S AGREEMENTS, 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 (PLUS COSTS, EXPENSES AND PURCHASER ATTORNEY'S FEES TO WHICH IT MAY BE ENTITLED PURSUANT TO SECTION 25.5) AND THAT IN NO EVENT SHALL BUYER BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE SEEK OR OBTAIN ANY OTHER DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES. BUYER FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONSAGREES THAT ANY SUIT, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACHCLAIM, OR ACTION AGAINST SELLER FOR ANY REASON, INCLUDING BUT NOT LIMITED TO A BREACH OF A WARRANTY OR REPRESENTATION HEREUNDER, MUST BE FILED WITH A COURT OF COMPETENT JURISDICTION WITHIN TWO (B2) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY YEARS THREE (IT BEING ACKNOWLEDGED THAT THE REMEDY 3) MONTHS OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED CLOSING, AND BUYER ACKNOWLEDGES THAT ANY SUCH SUIT, CLAIM OR ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST AGAINST SELLER WILL BE FILEDVOID AND UNENFORCEABLE, IF AT ALLWITHOUT LIMITATION OR EXCEPTION, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE UNDER THIS AGREEMENT IN ACCORDANCE WITH CLAUSE IF NOT FILED WITHIN TWO (A2) ABOVEYEARS THREE (3) MONTHS OF CLOSING. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costs.SELLER'S INITIALS BUYER'S INITIALS

Seller Default. IF SELLER SHALL REFUSE OR FAIL TO CONVEY THE TRANSACTION PROPERTY AS HEREIN PROVIDED SHALL NOT BE CLOSED FOR ANY REASON OTHER THAN (I) A DEFAULT BY REASON PURCHASER AND THE EXPIRATION OF SELLER’S THE CURE PERIOD, IF ANY, PROVIDED UNDER SECTION 12.6 HEREOF, (II) THE EXISTENCE OF A PENDING DEFAULT HEREUNDER(AS DEFINED IN AND CONTEMPLATED BY SECTION 12.6), THEN (III) THE FAILURE OF A TITLE CONDITION AS PROVIDED IN SECTION 10.3 OR (IV) ANY OTHER PROVISION OF THIS AGREEMENT WHICH PERMITS SELLER TO TERMINATE THIS AGREEMENT OR OTHERWISE RELIEVES SELLER OF THE OBLIGATION TO CONVEY THE PROPERTY, PURCHASER SHALL HAVE, ELECT AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT REMEDY HEREUNDER TO EITHER (A) TERMINATE THIS THE AGREEMENT (IN WHICH EVENT AND RECOVER THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR DEPOSIT; (B) SPECIFICALLY ENFORCE SEEK SPECIFIC PERFORMANCE OF SELLER’S 'S OBLIGATION TO TRANSFER EXECUTE AND DELIVER THE DOCUMENTS REQUIRED TO CONVEY THE PROPERTY TO PURCHASER (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL BUT NOT BE APPLICABLE TO ENFORCE ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREINOBLIGATION UNDER THIS AGREEMENT); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY OR (30C) DAYS OF DISCOVERY OF SELLER’S WAIVE THE DEFAULT, PRIOR TO OR AT THE CLOSING, AND PROCEED TO CLOSE THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT TRANSACTION CONTEMPLATED HEREBY IN ACCORDANCE WITH CLAUSE (A) ABOVETHE REMAINING TERMS HEREOF. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF AND SECTION 5.1.2 WITH REGARD TO A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES SHALL BE RESOLVED BY SELLER THE PROVISIONS OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsSECTION 5.1.2.

Seller Default. IF IN THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON EVENT SELLER BREACHES OR FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE SALE OF SELLER’S DEFAULT HEREUNDERTHE PROPERTY OR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THEN PURCHASER SHALL HAVEBUYER MAY, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIESREMEDY THEREFORE, WHETHER AVAILABLE AT LAW OR IN EQUITYSUBJECT TO THE NEXT PARAGRAPH OF THIS SECTION, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (AI) ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT AGAINST SELLER PROVIDED SUCH ACTION IS FILED WITHIN TWENTY SIX (6) MONTHS FOLLOWING SUCH DEFAULT OR BREACH BY SELLER, OR (II) TERMINATE THIS AGREEMENT (AND RECEIVE A RETURN OF THE ▇▇▇▇▇▇▇ MONEY, TOGETHER WITH ALL INTEREST EARNED THEREON, EXCEPT THAT IN THE CASE OF ANY MATERIAL BREACH OF A REPRESENTATION, WARRANTY OR COVENANT OF SELLER WHICH EVENT SURVIVES THE DEPOSIT CLOSING, IF BUYER CLOSES, BUYER SHALL BE RETURNED ENTITLED, AS ITS SOLE REMEDY, TO PURCHASER RECOVER ITS ACTUAL DAMAGES THEREFOR. BUYER AGREES THAT ANY RECOVERY AGAINST SELLER FOR ANY BREACH OF SELLER'S AGREEMENTS, 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 (PLUS COSTS, EXPENSES AND PURCHASER ATTORNEY'S FEES TO WHICH IT MAY BE ENTITLED PURSUANT TO SECTION 25.5) AND THAT IN NO EVENT SHALL BUYER BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE SEEK OR OBTAIN ANY OTHER DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES. BUYER FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONSAGREES THAT ANY SUIT, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACHCLAIM, OR ACTION AGAINST SELLER FOR ANY REASON, INCLUDING BUT NOT LIMITED TO A BREACH OF A WARRANTY OR REPRESENTATION HEREUNDER, MUST BE FILED WITH A COURT OF COMPETENT JURISDICTION WITHIN TWO (B2) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY YEARS THREE (IT BEING ACKNOWLEDGED THAT THE REMEDY 3) MONTHS OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED CLOSING, AND BUYER ACKNOWLEDGES THAT ANY SUCH SUIT, CLAIM OR ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST AGAINST SELLER WILL BE FILEDVOID AND UNENFORCEABLE, IF AT ALLWITHOUT LIMITATION OR EXCEPTION, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE UNDER THIS AGREEMENT IN ACCORDANCE WITH CLAUSE IF NOT FILED WITHIN TWO (A2) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT YEARS THREE (3) MONTHS OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsCLOSING.

Seller Default. IF THE TRANSACTION HEREIN PROVIDED TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT, BREACH OR FAILURE TO PERFORM HEREUNDER OR SELLER SHALL OTHERWISE BREACH IN ANY MATERIAL RESPECT (UNLESS ALREADY SUBJECT TO A MATERIALITY QUALIFIER, IN WHICH CASE IT SHALL BE TRUE AND CORRECT IN ALL RESPECTS) ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS UNDER THIS AGREEMENT, AND BUYER IS NOT THEN IN DEFAULT HEREUNDER, THEN PURCHASER SHALL HAVEBUYER, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIESEXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT), WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) SHALL HAVE THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT ▇▇▇▇▇▇▇ MONEY SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED BUYER, AND, IN ADDITION TO THE “PURCHASER▇▇▇▇▇▇▇ MONEY, PAYMENT FROM SELLER OF UP TO $100,000 OF THE BUYER’S TRANSACTION COSTS” OUT OF POCKET COSTS AND EXPENSES ACTUALLY INCURRED (AS DEFINED BELOWINCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH THIS TRANSACTION)) , AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS), PURCHASER BUYER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, ; OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN)ASSETS; PROVIDED THAT ANY ACTION BY PURCHASER BUYER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY NINETY (3090) DAYS OF DISCOVERY OF SELLER’S DEFAULTDEFAULT OR THE CLOSING DATE, WHICHEVER IS LATER, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER BUYER OF SUCH RIGHT AND REMEDY. NOTWITHSTANDING THE FOREGOING, IF PURCHASER THE REMEDY OF SPECIFIC PERFORMANCE IS NOT AVAILABLE AS A REMEDY OR THE SELLER HAS OTHERWISE INTENTIONALLY OR WILLFULLY DEFAULTED, THEN THE $100,000 LIMITATION PROVIDED IN CLAUSE (A) ABOVE SHALL NOT APPLY AND BUYER SHALL BE PERMITTED TO PURSUE ANY REMEDY AT LAW OR EQUITY. IF BUYER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASERBUYER’S SOLE REMEDY (EXCEPT WITH RESPECT TO MATTERS THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT) SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costs.

Seller Default. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT HEREUNDERIf Seller, THEN PURCHASER SHALL HAVEprior to the Closing, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIESdefaults in its representations, WHETHER AVAILABLE AT LAW OR IN EQUITYwarranties, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONScovenants, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACHor obligations under this Agreement, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In including to sell the event Purchaser terminates Property as required by this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within and such default continues for more than ten (10) Business Days days after written notice from Purchaser, then, at Purchaser’s written request therefor, election and as Purchaser’s actualsole and exclusive remedy, third partyeither (a) this Agreement shall terminate, and all payments and things of value, including the Deposit, provided by Purchaser hereunder shall be returned to Purchaser and Purchaser shall have the right to recover from Seller an amount equal to the lesser of (i) Purchaser’s actual out-of-pocket costs and expenses incurred in connection with this Agreement and transaction or (ii) $50,000.00, or (b) Purchaser may seek specific performance of Seller’s obligation to deliver the transaction contemplated by Deed pursuant to this Agreement (which were incurred prior but not damages). The foregoing notwithstanding, no right to or after cure shall extend the date of this Agreement)Closing Date. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 9.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, includingAND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, without limitationBOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, the actualWARRANTIES, third partyOR 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, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this AgreementCONSEQUENTIAL, (B) obtaining the SurveyPUNITIVE, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectivelySPECULATIVE OR INDIRECT DAMAGES, “Purchaser’s Transaction Costs”)ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, providedFROM SELLER FOR ANY BREACH BY SELLER, that Purchaser shall deliver to Seller a copy of third-party invoicesOF ITS REPRESENTATIONS, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsWARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Seller Default. IF SELLER SHALL BECOME IN BREACH OR DEFAULT UNDER THIS AGREEMENT AND THE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE CURE PERIOD, IF ANY, PROVIDED IN SECTION 11.6 HEREOF, PURCHASER MAY, AS PURCHASER’S SOLE OPTION, ELECT EITHER TO: (I) BY WRITTEN NOTICE TO SELLER AND THE TITLE COMPANY, CANCEL THIS AGREEMENT WHEREUPON THE DEPOSIT SHALL BE PAID IMMEDIATELY BY THE TITLE COMPANY TO PURCHASER, SELLER SHALL PROMPTLY REIMBURSE TO PURCHASER ITS REASONABLE OUT-OF-POCKET AND THIRD-PARTY PROPERTY DILIGENCE EXPENSES IN AN AMOUNT NOT TO EXCEED $50,000.00 AND, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER OF THE PARTIES SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION HEREUNDER; OR, (II) EXTEND THE DATE SCHEDULED FOR CLOSING FOR SUCH REASONABLE PERIOD OF TIME AS MAY BE REQUIRED TO PERMIT SELLER TO CURE OR REMEDY SUCH BREACH IN ACCORDANCE WITH SECTION 11.6; (III) WAIVE, PRIOR TO OR AT THE CLOSING, THE APPLICABLE OBJECTION OR CONDITION AND PROCEED TO CLOSE THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF; OR (IV) SEEK SPECIFIC PERFORMANCE OF SELLER’S DEFAULT OBLIGATIONS HEREUNDER. NOTWITHSTANDING THE FOREGOING, THEN IF SPECIFIC PERFORMANCE IS UNAVAILABLE AS A REMEDY TO PURCHASER BECAUSE OF SELLER’S AFFIRMATIVE ACT OR INTENTIONAL OMISSION, PURCHASER SHALL HAVE, AS ITS SOLE BE ENTITLED TO PURSUE ALL RIGHTS AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY; PROVIDED, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONSSUIT FOR DAMAGES, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SELLER SHALL NOT BE APPLICABLE LIABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD ANY SPECIAL OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVECONSEQUENTIAL DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF AND SECTION 5.1.5 WITH REGARD TO A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES SHALL BE RESOLVED BY SELLER THE PROVISIONS OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsSECTION 5.1.5.

Seller Default. IF THE TRANSACTION HEREIN PROVIDED SHALL PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY PURCHASER IN THE EVENT THAT PURCHASER IS NOT IN MATERIAL DEFAULT HEREUNDER AND SELLER BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO PURCHASER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES PURCHASER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE CLOSED BY REASON OF SELLEREXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT PURCHASER’S DEFAULT HEREUNDER, THEN PURCHASER SHALL HAVE, AS ITS SOLE AND EXCLUSIVE REMEDIES REMEDY IN SUCH CASE SHALL BE TO EITHER: (ALL OTHER RIGHTS AND/I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH, OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (AII) TERMINATE THIS AGREEMENT (IN WHICH EVENT AND RECEIVE BACK THE DEPOSIT AND SELLER SHALL BE RETURNED REIMBURSE PURCHASER FOR PURCHASER’S ACTUAL DOCUMENTED OUT OF POCKET EXPENSES PAID TO PURCHASER AND UNAFFILIATED THIRD PARTIES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN (COLLECTIVELY, “TRANSACTION EXPENSES”) AND, IF THE CLOSING FAILS TO OCCUR BY REASON OF SELLER HAVING TRANSFERRED THE PROPERTY TO A THIRD PARTY, PURCHASER SHALL ALSO BE ENTITLED TO RECEIVE FROM SELLER AN AMOUNT EQUAL TO THE “PURCHASER’S TRANSACTION COSTS” (DIFFERENCE BETWEEN THE SALES PRICE RECEIVED BY SELLER AS DEFINED BELOW)) CONSIDERATION FOR THAT THIRD-PARTY TRANSFER AND NEITHER PARTY HERETO THE PURCHASE PRICE UNDER THIS AGREEMENT. PURCHASER SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, CLOSING AND PURCHASER HEREBY WAIVING WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO PURCHASER EXERCISING ANY RIGHT OR CLAIM IT MAY HAVE TO DAMAGES FOR SELLER’S BREACH, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY BRING AN ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE HEREUNDER, PURCHASER MUST BE FILED, IF AT ALL, COMMENCE SUCH AN ACTION WITHIN THIRTY SIXTY (3060) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND AFTER THE FAILURE OF THE CLOSING TO FILE WITHIN OCCUR ON THE DATE SCHEDULED THEREFOR. PURCHASER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME SUCH SIXTY (60) DAY PERIOD OR SO NOTIFIED SELLER SHALL BE DEEMED A WAIVER BY IT OF ITS ELECTION RIGHT TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE AS HEREIN PROVIDED IN THE EVENT OF WELL AS A BREACH WAIVER BY SELLER 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 SURVIVING OBLIGATIONSPROPERTY. In the event Purchaser terminates this Agreement as a result of Purchaser’s Initials Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costs.Initials

Seller Default. IF IN THE TRANSACTION HEREIN PROVIDED EVENT THAT CLOSING FAILS TO OCCUR DUE TO A DEFAULT BY SELLER IN PERFORMANCE OF SELLER’S OBLIGATIONS UNDER THIS AGREEMENT, PURCHASER SHALL HAVE THE FOLLOWING REMEDIES, WHICH SHALL BE PURCHASER’S SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT. SUCH REMEDIES SHALL NOT BE CLOSED CUMULATIVE, MEANING THAT PURCHASER MAY EXERCISE ONE (1) BUT NOT BOTH SUCH REMEDIES. PURCHASER SHALL DELIVER TO SELLER AND TO ESCROW HOLDER NOTICE OF ITS ELECTION OF REMEDIES WITHIN FIVE (5) BUSINESS DAYS AFTER PURCHASER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT. THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO PURCHASER ARE ONE OF THE FOLLOWING: (1) PURCHASER MAY TERMINATE THIS AGREEMENT, IN WHICH CASE THE DEPOSIT SHALL BE PROMPTLY RETURNED TO PURCHASER, AND SELLER SHALL PAY ANY ESCROW CANCELLATION CHARGES. PURCHASER MAY PURSUE SELLER FOR ACTUAL DAMAGES; PROVIDED, HOWEVER, IN NO EVENT SHALL PURCHASER BE ENTITLED TO A RECOVERY OR CLAIM AGAINST SELLER OR THE OWNERS FOR ACTUAL DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO $10,000,000.00 AND NEITHER SELLER NOR THE OWNERS SHALL BE LIABLE TO PURCHASER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY REASON PURCHASER AS A RESULT OF SELLER’S FAILURE TO CONSUMMATE THE TRANSACTION SET FORTH IN THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH PURCHASER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER. THE PARTIES HAVE SET FORTH THEIR SIGNATURES BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. (2) PURCHASER MAY BRING AN ACTION IN SPECIFIC PERFORMANCE BY MEANS OF AN EXPEDITED ARBITRATION PROCESS AS DESCRIBED BELOW, AND BY NO OTHER MEANS BY PROVIDING SELLER AND ESCROW HOLDER WRITTEN NOTICE OF ITS ELECTION WITHIN TWO (2) BUSINESS DAYS AFTER PURCHASER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT HEREUNDER("NOTICE OF DISPUTE"). PURCHASER MAY BRING AN ACTION IN SPECIFIC PERFORMANCE BEFORE AN ARBITRATION PANEL, THEN IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, IN ACCORDANCE WITH THE RULES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICE ARBITRATION RULES ("J.A.M.S."). IN CONNECTION WITH SUCH <<page ends>> ACTION, PURCHASER SHALL HAVEMAY RECORD A LIS PENDENS AGAINST THE PROPERTIES, WHICH LIS PENDENS MUST BE REMOVED IMMEDIATELY AFTER THE END OF THE ARBITRATION PROCESS. THE PARTIES HERETO SUBMIT TO THE JURISDICTION OF THE SUPERIOR COURT OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA IN CONNECTION WITH THIS SPECIFIC PERFORMANCE ACTION AGAINST SELLER WITH RESPECT TO THIS AGREEMENT AS ITS PURCHASER’S SOLE AND EXCLUSIVE REMEDIES REMEDY. THE PARTIES HERETO FURTHER AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WHICH MAY NOW OR HEREAFTER BE CONTAINED IN THE RULES OF THE J.A.M.S., THE FOLLOWING PROVISIONS SHALL CONTROL: (a) PURCHASER SHALL HAVE FULLY PERFORMED ALL OTHER RIGHTS OBLIGATIONS OF PURCHASER UNDER THIS AGREEMENT WHICH ARE TO BE PERFORMED AS OF SUCH DATE OF SELLER’S DEFAULT; AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED (b) THE RIGHT PARTIES SHALL UNDERTAKE ALL NECESSARY ACTIONS IN ORDER TO CAUSE THE ARBITRATION PROCESS TO COMMENCE NOT LATER THAN FIVE (5) DAYS AFTER SELLER'S DEFAULT. EACH PARTY SHALL APPOINT ONE (1) PERSON WHO SHALL EITHER BE ACTIVELY ENGAGED IN THE LICENSED AND FULL-TIME PRACTICE OF LAW, SPECIALIZING IN REAL ESTATE LEASING WORK OR REAL ESTATE SALES TRANSACTIONS IN THE COUNTY OF LOS ANGELES FOR A CONTINUOUS PERIOD IMMEDIATELY PRECEDING THE DATE OF DELIVERY OF THE ARBITRATION DISPUTE OF NOT LESS THAN FIVE (A5) TERMINATE THIS AGREEMENT YEARS, OR A PERSON WHO SHALL BY PROFESSION BE A REAL ESTATE BROKER WHO SHALL HAVE BEEN ACTIVE OVER THE FIVE (5) YEAR PERIOD PRECEDING THE DATE OF DELIVERY OF THE ARBITRATION DISPUTE TO HEAR AND DETERMINE THE DISPUTE. THE PARTIES SHALL UNDERTAKE ALL NECESSARY ACTIONS IN ORDER TO CAUSE THE TWO (2) PERSONS SO CHOSEN TO, WITHIN TEN (10) BUSINESS DAYS AFTER THEIR APPOINTMENT, APPOINT A THIRD IMPARTIAL ARBITRATOR (OF THE SAME QUALIFICATION AND BACKGROUND), AND THE FINAL MAJORITY DECISION OF THE THREE (3) ARBITRATORS WILL BE FINAL AND CONCLUSIVE UPON THE PARTIES HERETO. EACH APPOINTMENT OF AN ARBITRATOR SHALL BE DEEMED COMPLETE UPON DELIVERY OF WRITTEN NOTICE OF APPOINTMENT OF THAT ARBITRATOR TO THE CITY OF LOS ANGELES REGIONAL OFFICE OF J.A.M.S. IF EITHER PURCHASER OR SELLER FAILS TO DESIGNATE ITS ARBITRATOR WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THE NOTICE OF DISPUTE, THEN THE ARBITRATOR DESIGNATED BY THE OTHER PARTY WILL SIT AS THE SOLE ARBITRATOR AND SHALL BE DEEMED TO BE THE SINGLE, MUTUALLY APPROVED ARBITRATOR TO RESOLVE THE CONTROVERSY. IN THE EVENT THE PARTY APPOINTED <<PAGE ENDS>> ARBITRATORS ARE UNABLE TO APPOINT AN IMPARTIAL THIRD ARBITRATOR, THE PARTIES SHALL UNDERTAKE ALL NECESSARY ACTIONS IN ORDER TO CAUSE THE IMPARTIAL ARBITRATOR TO BE APPOINTED IN ACCORDANCE WITH THE RULES OF THE J.A.M.S. IF THE PARTIES ARE UNABLE TO AGREE UPON A RATE OF COMPENSATION FOR THE ARBITRATORS, THEY WILL BE COMPENSATED FOR THEIR SERVICES AT A RATE TO BE DETERMINED BY THE J.A.M.S. THE PARTIES SHALL UNDERTAKE ALL NECESSARY ACTIONS IN ORDER TO CAUSE THE ARBITRATORS TO MEET AS SOON AS REASONABLY PRACTICABLE, AND THE PARTIES SHALL PROVIDE WRITTEN SUBMISSIONS, DETAILING THE DISPUTE, THE POSITIONS TAKEN BY EACH SIDE, THE REASONS THEREFORE, AND ANY APPLICABLE STATUTORY OR CASE LAW ON THE SUBJECT. SUCH SUBMISSION SHALL ALSO BE DELIVERED TO THE OTHER PARTY, WHO SHALL HAVE TWENTY (20) DAYS IN WHICH TO RESPOND BY ADDITIONAL WRITTEN SUBMISSIONS TO THE ARBITRATORS. ONLY IN THE EVENT THAT THE DEPOSIT ARBITRATORS REQUEST IT, THERE SHALL BE RETURNED AN ORAL HEARING, WHICH SHALL TAKE PLACE AT A TIME AND PLACE, AND IN A MANNER AND SUBJECT TO SUCH RULES AS THE ARBITRATORS MAY, BY MAJORITY DECISION, DETERMINE. THE PARTIES SHALL (1) DISPENSE WITH FORMAL RULES OF EVIDENCE, (2) LIMIT THE TIME FOR PRESENTATION OF ANY PARTY'S CASE, AS WELL AS THE AMOUNT OF INFORMATION OR NUMBER OF WITNESSES TO BE PRESENTED IN CONNECTION WITH ANY HEARING, (3) FOREGO ANY DISCOVERY PERIOD AND ANY RIGHTS OF APPEAL, (4) CAUSE THE ARBITRATORS TO IMPOSE ANY RULES WHICH WILL CAUSE THE PROCESS TO COME TO COMPLETION WITHIN ONE (1) YEAR OF THE DATE OF THE NOTICE OF DISPUTE. PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER WOULD ORDINARILY NOT AGREE TO ALLOW FOR AN ACTION FOR SPECIFIC PERFORMANCE AS A REMEDY FOR PURCHASER UNDER THIS AGREEMENT. HOWEVER, PURCHASER ACKNOWLEDGES AND AGREES THAT TIME IS OF THE ESSENCE AND THAT THE PROCESS SET FORTH IN THIS SECTION WILL BE COMPLETE WITHIN ONE (1) YEAR OF THE DATE OF THE NOTICE OF DISPUTE, WHICH TIME FRAME IS A MATERIAL PART OF SELLER'S ALLOWANCE OF THE OPTION OF SPECIFIC PERFORMANCE. IN NO EVENT MAY THE ONE (1) YEAR DEADLINE CONTAINED IN THIS SECTION BE EXTENDED. (c) THE PARTIES SHALL TAKE ALL ACTIONS NECESSARY AND APPROPRIATE TO CAUSE THE ARBITRATORS TO, WITHIN ONE (1) YEAR OF THE DATE OF THE NOTICE OF DISPUTE, ISSUE A WRITTEN OPINION OF THEIR FINDINGS AND PURCHASER'S SPECIFIC PERFORMANCE ACTION, WHICH SHALL BE FINAL AND BINDING. PURCHASER ACKNOWLEDGES AND AGREES THAT THE ARBITRATION PROCEEDINGS SHALL BE SUMMARY IN NATURE AND <<PAGE ENDS>> THAT PURCHASER SHALL TAKE WHATEVER ACTIONS IT REASONABLY CAN IN ORDER TO PROSECUTE THE PROCEEDINGS TO COMPLETION IN AS QUICK A TIME AS POSSIBLE. (d) EXCEPT AS HEREINAFTER PROVIDED, EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES OF ARBITRATION INCLUDING, BUT NOT LIMITED TO, FILING FEES, ATTORNEYS' FEES, THE FEES OF THE ARBITRATOR APPOINTED BY SUCH PARTY AND COSTS OF TRANSCRIPTS, AND EACH PARTY HEREBY AGREES TO PAY ONE-HALF (1/2) OF THE COMPENSATION TO BE PAID TO THE NEUTRAL ARBITRATOR IN ANY SUCH ARBITRATION. THE ARBITRATORS SHALL, HOWEVER, HAVE THE POWER AND COMPETENCE TO ALLOCATE BETWEEN THE PARTIES IN THEIR AWARD ANY SUCH COSTS, EXPENSES, AND FEES, EXCEPT THAT THE ARBITRATORS' COMPENSATION SHALL ALWAYS BE SHARED EQUALLY. (e) IN THE EVENT THAT THE ARBITRATORS ENFORCE PURCHASER’S SPECIFIC PERFORMANCE ACTION, PURCHASER SHALL NOT BE ENTITLED TO ANY LIQUIDATED DAMAGES OR ANY OTHER MONETARY DAMAGES WHATSOEVER RELATING TO SUCH SELLER DEFAULT, BUT PURCHASER SHALL RETAIN ALL RIGHTS TO INDEMNIFICATION OR CLAIMS FOR DAMAGES FOR BREACH EXISTING UNDER THE TERMS OF THIS AGREEMENT. IN THE EVENT THAT PURCHASER SHALL NOT HAVE PROPERLY AND TIMELY MADE ITS SPECIFIC PERFORMANCE ACTION, AND DELIVERED NOTICE THEREOF TO SELLER WITHIN FIVE (5) BUSINESS DAYS AFTER PURCHASER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT AS REQUIRED ABOVE, PURCHASER SHALL BE ENTITLED DEEMED IRREVOCABLY TO HAVE ELECTED THE “PURCHASER’S TRANSACTION COSTS” (REMEDY SET FORTH IN SECTION 14.A(1) ABOVE AND TO HAVE WAIVED, AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES MATERIAL CONSIDERATION FOR SELLER’S BREACHHAVING ENTERED INTO THIS AGREEMENT, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION ANY RIGHTS TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT HAVE ITS DISPUTE DETERMINED BY ARBITRATION AND THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY ON ACCOUNT OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE DEFAULT UNDER THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AND ANY RIGHT AT LAW, IN EQUITY COMMON LAW OR AS HEREIN PROVIDED IN THE EVENT OF OTHERWISE TO RECORD OR FILE A BREACH BY SELLER OF LIS PENDENS OR SIMILAR NOTICE AGAINST ALL OR ANY PORTION OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsPROPERTIES.

Seller Default. IF IN THE TRANSACTION HEREIN PROVIDED EVENT THAT CLOSING FAILS TO OCCUR DUE TO A DEFAULT BY SELLER IN PERFORMANCE OF SELLER’S OBLIGATIONS UNDER THIS AGREEMENT, PURCHASER SHALL HAVE THE FOLLOWING REMEDIES, WHICH SHALL BE PURCHASER’S SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT. SUCH REMEDIES SHALL NOT BE CLOSED CUMULATIVE, MEANING THAT PURCHASER MAY EXERCISE ONE (1) BUT NOT BOTH SUCH REMEDIES. PURCHASER SHALL DELIVER TO SELLER AND TO ESCROW HOLDER NOTICE OF ITS ELECTION OF REMEDIES WITHIN FIVE (5) BUSINESS DAYS AFTER PURCHASER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT. THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO PURCHASER ARE ONE OF THE FOLLOWING: (1) PURCHASER MAY TERMINATE THIS AGREEMENT, IN WHICH CASE THE DEPOSIT SHALL BE PROMPTLY RETURNED TO PURCHASER, AND SELLER SHALL PAY ANY ESCROW CANCELLATION CHARGES. PURCHASER MAY PURSUE SELLER FOR ACTUAL DAMAGES; PROVIDED, HOWEVER, IN NO EVENT SHALL PURCHASER BE ENTITLED TO A RECOVERY OR CLAIM AGAINST SELLER OR THE OWNERS FOR ACTUAL DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO $10,000,000.00 AND NEITHER SELLER NOR THE OWNERS SHALL BE LIABLE TO PURCHASER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY REASON PURCHASER AS A RESULT OF SELLER’S FAILURE TO CONSUMMATE THE TRANSACTION SET FORTH IN THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH PURCHASER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER. THE PARTIES HAVE SET FORTH THEIR SIGNATURES BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. (2) PURCHASER MAY BRING AN ACTION IN SPECIFIC PERFORMANCE BY MEANS OF AN EXPEDITED ARBITRATION PROCESS AS DESCRIBED BELOW, AND BY NO OTHER MEANS BY PROVIDING SELLER AND ESCROW HOLDER WRITTEN NOTICE OF ITS ELECTION WITHIN TWO (2) BUSINESS DAYS AFTER PURCHASER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT HEREUNDER(“NOTICE OF DISPUTE”). PURCHASER MAY BRING AN ACTION IN SPECIFIC PERFORMANCE BEFORE AN ARBITRATION PANEL, THEN IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, IN ACCORDANCE WITH THE RULES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICE ARBITRATION RULES (“J.A.M.S.”). IN CONNECTION WITH SUCH ACTION, PURCHASER SHALL HAVEMAY RECORD A LIS PENDENS AGAINST THE PROPERTIES, WHICH LIS PENDENS MUST BE REMOVED IMMEDIATELY AFTER THE END OF THE ARBITRATION PROCESS. THE PARTIES HERETO SUBMIT TO THE JURISDICTION OF THE SUPERIOR COURT OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA IN CONNECTION WITH THIS SPECIFIC PERFORMANCE ACTION AGAINST SELLER WITH RESPECT TO THIS AGREEMENT AS ITS PURCHASER’S SOLE AND EXCLUSIVE REMEDIES REMEDY. THE PARTIES HERETO FURTHER AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WHICH MAY NOW OR HEREAFTER BE CONTAINED IN THE RULES OF THE J.A.M.S., THE FOLLOWING PROVISIONS SHALL CONTROL: (a) PURCHASER SHALL HAVE FULLY PERFORMED ALL OTHER RIGHTS OBLIGATIONS OF PURCHASER UNDER THIS AGREEMENT WHICH ARE TO BE PERFORMED AS OF SUCH DATE OF SELLER’S DEFAULT; AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED (b) THE RIGHT PARTIES SHALL UNDERTAKE ALL NECESSARY ACTIONS IN ORDER TO CAUSE THE ARBITRATION PROCESS TO COMMENCE NOT LATER THAN FIVE (5) DAYS AFTER SELLER’S DEFAULT. EACH PARTY SHALL APPOINT ONE (1) PERSON WHO SHALL EITHER BE ACTIVELY ENGAGED IN THE LICENSED AND FULL-TIME PRACTICE OF LAW, SPECIALIZING IN REAL ESTATE LEASING WORK OR REAL ESTATE SALES TRANSACTIONS IN THE COUNTY OF LOS ANGELES FOR A CONTINUOUS PERIOD IMMEDIATELY PRECEDING THE DATE OF DELIVERY OF THE ARBITRATION DISPUTE OF NOT LESS THAN FIVE (A5) TERMINATE THIS AGREEMENT YEARS, OR A PERSON WHO SHALL BY PROFESSION BE A REAL ESTATE BROKER WHO SHALL HAVE BEEN ACTIVE OVER THE FIVE (5) YEAR PERIOD PRECEDING THE DATE OF DELIVERY OF THE ARBITRATION DISPUTE TO HEAR AND DETERMINE THE DISPUTE. THE PARTIES SHALL UNDERTAKE ALL NECESSARY ACTIONS IN ORDER TO CAUSE THE TWO (2) PERSONS SO CHOSEN TO, WITHIN TEN (10) BUSINESS DAYS AFTER THEIR APPOINTMENT, APPOINT A THIRD IMPARTIAL ARBITRATOR (OF THE SAME QUALIFICATION AND BACKGROUND), AND THE FINAL MAJORITY DECISION OF THE THREE (3) ARBITRATORS WILL BE FINAL AND CONCLUSIVE UPON THE PARTIES HERETO. EACH APPOINTMENT OF AN ARBITRATOR SHALL BE DEEMED COMPLETE UPON DELIVERY OF WRITTEN NOTICE OF APPOINTMENT OF THAT ARBITRATOR TO THE CITY OF LOS ANGELES REGIONAL OFFICE OF J.A.M.S. IF EITHER PURCHASER OR SELLER FAILS TO DESIGNATE ITS ARBITRATOR WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THE NOTICE OF DISPUTE, THEN THE ARBITRATOR DESIGNATED BY THE OTHER PARTY WILL SIT AS THE SOLE ARBITRATOR AND SHALL BE DEEMED TO BE THE SINGLE, MUTUALLY APPROVED ARBITRATOR TO RESOLVE THE CONTROVERSY. IN THE EVENT THE PARTY APPOINTED ARBITRATORS ARE UNABLE TO APPOINT AN IMPARTIAL THIRD ARBITRATOR, THE PARTIES SHALL UNDERTAKE ALL NECESSARY ACTIONS IN ORDER TO CAUSE THE IMPARTIAL ARBITRATOR TO BE APPOINTED IN ACCORDANCE WITH THE RULES OF THE J.A.M.S. IF THE PARTIES ARE UNABLE TO AGREE UPON A RATE OF COMPENSATION FOR THE ARBITRATORS, THEY WILL BE COMPENSATED FOR THEIR SERVICES AT A RATE TO BE DETERMINED BY THE J.A.M.S. THE PARTIES SHALL UNDERTAKE ALL NECESSARY ACTIONS IN ORDER TO CAUSE THE ARBITRATORS TO MEET AS SOON AS REASONABLY PRACTICABLE, AND THE PARTIES SHALL PROVIDE WRITTEN SUBMISSIONS, DETAILING THE DISPUTE, THE POSITIONS TAKEN BY EACH SIDE, THE REASONS THEREFORE, AND ANY APPLICABLE STATUTORY OR CASE LAW ON THE SUBJECT. SUCH SUBMISSION SHALL ALSO BE DELIVERED TO THE OTHER PARTY, WHO SHALL HAVE TWENTY (20) DAYS IN WHICH TO RESPOND BY ADDITIONAL WRITTEN SUBMISSIONS TO THE ARBITRATORS. ONLY IN THE EVENT THAT THE DEPOSIT ARBITRATORS REQUEST IT, THERE SHALL BE RETURNED AN ORAL HEARING, WHICH SHALL TAKE PLACE AT A TIME AND PLACE, AND IN A MANNER AND SUBJECT TO SUCH RULES AS THE ARBITRATORS MAY, BY MAJORITY DECISION, DETERMINE. THE PARTIES SHALL (1) DISPENSE WITH FORMAL RULES OF EVIDENCE, (2) LIMIT THE TIME FOR PRESENTATION OF ANY PARTY’S CASE, AS WELL AS THE AMOUNT OF INFORMATION OR NUMBER OF WITNESSES TO BE PRESENTED IN CONNECTION WITH ANY HEARING, (3) FOREGO ANY DISCOVERY PERIOD AND ANY RIGHTS OF APPEAL, (4) CAUSE THE ARBITRATORS TO IMPOSE ANY RULES WHICH WILL CAUSE THE PROCESS TO COME TO COMPLETION WITHIN ONE (1) YEAR OF THE DATE OF THE NOTICE OF DISPUTE. PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER WOULD ORDINARILY NOT AGREE TO ALLOW FOR AN ACTION FOR SPECIFIC PERFORMANCE AS A REMEDY FOR PURCHASER UNDER THIS AGREEMENT. HOWEVER, PURCHASER ACKNOWLEDGES AND AGREES THAT TIME IS OF THE ESSENCE AND THAT THE PROCESS SET FORTH IN THIS SECTION WILL BE COMPLETE WITHIN ONE (1) YEAR OF THE DATE OF THE NOTICE OF DISPUTE, WHICH TIME FRAME IS A MATERIAL PART OF SELLER’S ALLOWANCE OF THE OPTION OF SPECIFIC PERFORMANCE. IN NO EVENT MAY THE ONE (1) YEAR DEADLINE CONTAINED IN THIS SECTION BE EXTENDED. (c) THE PARTIES SHALL TAKE ALL ACTIONS NECESSARY AND APPROPRIATE TO CAUSE THE ARBITRATORS TO, WITHIN ONE (1) YEAR OF THE DATE OF THE NOTICE OF DISPUTE, ISSUE A WRITTEN OPINION OF THEIR FINDINGS AND PURCHASER’S SPECIFIC PERFORMANCE ACTION, WHICH SHALL BE FINAL AND BINDING. PURCHASER ACKNOWLEDGES AND AGREES THAT THE ARBITRATION PROCEEDINGS SHALL BE SUMMARY IN NATURE AND THAT PURCHASER SHALL TAKE WHATEVER ACTIONS IT REASONABLY CAN IN ORDER TO PROSECUTE THE PROCEEDINGS TO COMPLETION IN AS QUICK A TIME AS POSSIBLE. (d) EXCEPT AS HEREINAFTER PROVIDED, EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES OF ARBITRATION INCLUDING, BUT NOT LIMITED TO, FILING FEES, ATTORNEYS’ FEES, THE FEES OF THE ARBITRATOR APPOINTED BY SUCH PARTY AND COSTS OF TRANSCRIPTS, AND EACH PARTY HEREBY AGREES TO PAY ONE-HALF (1/2) OF THE COMPENSATION TO BE PAID TO THE NEUTRAL ARBITRATOR IN ANY SUCH ARBITRATION. THE ARBITRATORS SHALL, HOWEVER, HAVE THE POWER AND COMPETENCE TO ALLOCATE BETWEEN THE PARTIES IN THEIR AWARD ANY SUCH COSTS, EXPENSES, AND FEES, EXCEPT THAT THE ARBITRATORS’ COMPENSATION SHALL ALWAYS BE SHARED EQUALLY. (e) IN THE EVENT THAT THE ARBITRATORS ENFORCE PURCHASER’S SPECIFIC PERFORMANCE ACTION, PURCHASER SHALL NOT BE ENTITLED TO ANY LIQUIDATED DAMAGES OR ANY OTHER MONETARY DAMAGES WHATSOEVER RELATING TO SUCH SELLER DEFAULT, BUT PURCHASER SHALL RETAIN ALL RIGHTS TO INDEMNIFICATION OR CLAIMS FOR DAMAGES FOR BREACH EXISTING UNDER THE TERMS OF THIS AGREEMENT. IN THE EVENT THAT PURCHASER SHALL NOT HAVE PROPERLY AND TIMELY MADE ITS SPECIFIC PERFORMANCE ACTION, AND DELIVERED NOTICE THEREOF TO SELLER WITHIN FIVE (5) BUSINESS DAYS AFTER PURCHASER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT AS REQUIRED ABOVE, PURCHASER SHALL BE ENTITLED DEEMED IRREVOCABLY TO HAVE ELECTED THE “PURCHASER’S TRANSACTION COSTS” (REMEDY SET FORTH IN SECTION 14.A(1) ABOVE AND TO HAVE WAIVED, AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES MATERIAL CONSIDERATION FOR SELLER’S BREACHHAVING ENTERED INTO THIS AGREEMENT, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION ANY RIGHTS TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT HAVE ITS DISPUTE DETERMINED BY ARBITRATION AND THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY ON ACCOUNT OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE DEFAULT UNDER THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AND ANY RIGHT AT LAW, IN EQUITY COMMON LAW OR AS HEREIN PROVIDED IN THE EVENT OF OTHERWISE TO RECORD OR FILE A BREACH BY SELLER OF LIS PENDENS OR SIMILAR NOTICE AGAINST ALL OR ANY PORTION OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsPROPERTIES.

Seller Default. IF SELLER SHALL BECOME IN BREACH OR DEFAULT UNDER THIS AGREEMENT AND THE BREACH OR DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE CURE PERIOD, IF ANY, PROVIDED IN SECTION 11.6 HEREOF, PURCHASER MAY, AS PURCHASER’S SOLE OPTION, ELECT EITHER TO: (I) BY WRITTEN NOTICE TO SELLER AND THE TITLE COMPANY, CANCEL THIS AGREEMENT WHEREUPON THE DEPOSIT SHALL BE PAID IMMEDIATELY BY THE TITLE COMPANY TO PURCHASER, SELLER SHALL PROMPTLY REIMBURSE TO PURCHASER ITS REASONABLE OUT-OF-POCKET AND THIRD-PARTY PROPERTY DILIGENCE EXPENSES IN AN AMOUNT NOT TO EXCEED $100,000.00 AND, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER OF THE PARTIES SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION HEREUNDER; OR, (II) EXTEND THE DATE SCHEDULED FOR CLOSING FOR SUCH REASONABLE PERIOD OF TIME AS MAY BE REQUIRED TO PERMIT SELLER TO CURE OR REMEDY SUCH BREACH IN ACCORDANCE WITH SECTION 11.6; (III) WAIVE, PRIOR TO OR AT THE CLOSING, THE APPLICABLE OBJECTION OR CONDITION AND PROCEED TO CLOSE THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF; OR (IV) SEEK SPECIFIC PERFORMANCE OF SELLER’S DEFAULT OBLIGATIONS HEREUNDER. NOTWITHSTANDING THE FOREGOING, THEN IF SPECIFIC PERFORMANCE IS UNAVAILABLE AS A REMEDY TO PURCHASER BECAUSE OF SELLER’S AFFIRMATIVE ACT OR INTENTIONAL OMISSION, PURCHASER SHALL HAVE, AS ITS SOLE BE ENTITLED TO PURSUE ALL RIGHTS AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY; PROVIDED, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONSSUIT FOR DAMAGES, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SELLER SHALL NOT BE APPLICABLE LIABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD ANY SPECIAL OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVECONSEQUENTIAL DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN ANY CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF AND SECTION 5.1.2 WITH REGARD TO A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES SHALL BE RESOLVED BY SELLER THE PROVISIONS OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsSECTION 5.1.2.

Seller Default. IF SELLER SHALL REFUSE OR FAIL TO CONVEY THE TRANSACTION PROPERTY AS HEREIN PROVIDED SHALL NOT BE CLOSED PROVIDED, FOR ANY REASON OTHER THAN (I) A DEFAULT BY REASON PURCHASER AND THE EXPIRATION OF SELLER’S THE CURE PERIOD, IF ANY, PROVIDED, UNDER SECTION 11.6 HEREOF, (II) THE EXISTENCE OF A PENDING DEFAULT HEREUNDER(AS DEFINED IN AND CONTEMPLATED BY SECTION 11.6), THEN OR (III) ANY OTHER PROVISION OF THIS AGREEMENT WHICH PERMITS SELLER TO TERMINATE THIS AGREEMENT OR OTHERWISE RELIEVES SELLER OF THE OBLIGATION TO CONVEY THE PROPERTY, PURCHASER SHALL HAVE, ELECT AS ITS SOLE AND EXCLUSIVE REMEDIES REMEDY HEREUNDER EITHER (ALL OTHER RIGHTS AND/OR REMEDIESY) TO ENFORCE THE SELLER'S OBLIGATIONS TO CONVEY THE PROPERTY, WHETHER AVAILABLE AT LAW OR PROVIDED THAT NO SUCH ACTION IN EQUITY, BEING IRREVOCABLY WAIVED) SPECIFIC PERFORMANCE SHALL SEEK TO REQUIRE THE RIGHT SELLER TO EITHER DO ANY OF THE FOLLOWING: (A) TERMINATE THIS AGREEMENT CHANGE THE CONDITION OF THE PROPERTY OR RESTORE THE SAME AFTER ANY FIRE OR OTHER CASUALTY; (IN WHICH EVENT B) EXPEND MONEY OR POST A BOND TO REMOVE A TITLE ENCUMBRANCE (OTHER THAN A MONETARY LIEN CREATED BY THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED TO VOLUNTARY ACTION OF SELLER) OR DEFECT OR CORRECT ANY MATTER SHOWN ON A SURVEY OF THE “PURCHASER’S TRANSACTION COSTS” PROPERTY; OR (AS DEFINED BELOW)C) AND NEITHER PARTY HERETO SHALL HAVE SECURE ANY FURTHER OBLIGATION PERMIT, APPROVAL, OR LIABILITY TO THE OTHER EXCEPT CONSENT WITH RESPECT TO THE SURVIVING OBLIGATIONSPROPERTY OR SELLER'S CONVEYANCE OF THE PROPERTY; OR (Z) IF PURCHASER REASONABLY DETERMINES THAT SUCH SPECIFIC PERFORMANCE IS NOT ADEQUATE, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO MAY TERMINATE THIS AGREEMENT, RECOVER THE DEPOSIT AND, IN ADDITION, RECOVER FROM SELLER A MAXIMUM OF TWENTY THOUSAND DOLLARS (S20,000.00) TO REIMBURSE PURCHASER FOR PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE 'S REASONABLE OUT-OF-POCKET EXPENSES INCURRED AFTER THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING DIRECTLY RELATED TO THIS AGREEMENT, PROVIDED, HOWEVER, THAT PURCHASER SHALL GIVE SELLER AN ITEMIZED LIST OF SUCH EXPENSES WITHIN 60 DAYS AFTER DEFAULT ON THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY PART OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, outSELLER INCLUDING DETAILED INFORMATION AND COPIES OF THIRD-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsPARTY INSPECTIONS AND REPORTS.

Seller Default. IF (I) SELLER SHALL FAIL TO CONSUMMATE THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY SALE OF THE PROPERTY FOR ANY REASON OF OTHER THAN PURCHASER’S DEFAULT, THE CONDITIONS TO SELLER’S DEFAULT OBLIGATIONS SET FORTH IN SECTION 11 HAVING BEEN SATISFIED OR WAIVED, OR (II) IF SELLER SHALL OTHERWISE FAIL IN ANY MATERIAL RESPECT TO PERFORM ANY OF ITS MATERIAL OBLIGATIONS OR AGREEMENTS AS AND WHEN REQUIRED HEREUNDER, OR (III) IF ANY REPRESENTATION OR WARRANTY MADE BY SELLER HEREIN SHALL HAVE BEEN MATERIALLY INCORRECT WHEN MADE OR WHEN RATIFIED AT CLOSING, THEN PURCHASER SHALL HAVEHAVE THE RIGHT, AS ITS PURCHASER’S SOLE AND EXCLUSIVE REMEDY, TO PURSUE EITHER ONE OF THE FOLLOWING: (X) TO TERMINATE THIS AGREEMENT BY NOTICE TO SELLER AND ESCROW AGENT WHEREUPON THE DEPOSIT (INCLUDING ANY PROCEEDS THEREOF OR INTEREST THEREON) SHALL BE RETURNED TO PURCHASER BY ESCROW AGENT; OR (Y) SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT, PROVIDED THAT ANY ACTION OR PROCEEDING SEEKING SUCH RELIEF IS COMMENCED NO LATER THAN THIRTY (30) DAYS AFTER THE CONTEMPLATED CLOSING DATE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY DEFAULT BY SELLER UNDER THIS AGREEMENT DUE TO A BREACH AFTER CLOSING OR ANY TERMINATION HEREOF OF ANY COVENANT, REPRESENTATION, INDEMNITY OR OTHER OBLIGATION WHICH SURVIVES THE CLOSING OR ANY TERMINATION HEREOF, PURCHASER SHALL HAVE ANY AND ALL RIGHTS AND REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION EQUITY BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER REASON OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costsDEFAULT.

Seller Default. IF THE TRANSACTION HEREIN PROVIDED SHALL PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY PURCHASER IN THE EVENT THAT PURCHASER IS NOT IN MATERIAL DEFAULT HEREUNDER AND SELLER BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO PURCHASER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES PURCHASER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE CLOSED BY REASON OF SELLEREXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT PURCHASER’S DEFAULT HEREUNDER, THEN PURCHASER SHALL HAVE, AS ITS SOLE AND EXCLUSIVE REMEDIES REMEDY IN SUCH CASE SHALL BE TO EITHER: (ALL OTHER RIGHTS AND/I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH, OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (AII) TERMINATE THIS AGREEMENT AND RECEIVE BACK THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND SELLER SHALL REIMBURSE PURCHASER FOR PURCHASER’S ACTUAL DOCUMENTED OUT OF POCKET EXPENSES PAID TO UNAFFILIATED THIRD PARTIES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN, NOT TO EXCEED $200,000.00 IN THE AGGREGATE PLUS ITS ATTORNEYS FEES INCURRED IN ANY ACTION TO ENFORCE THIS AGREEMENT (IN WHICH EVENT COLLECTIVELY, “TRANSACTION EXPENSES”) AND, IF THE DEPOSIT SHALL BE RETURNED CLOSING FAILS TO PURCHASER AND OCCUR BY REASON OF SELLER HAVING TRANSFERRED THE PROPERTY TO A THIRD PARTY, PURCHASER SHALL ALSO BE ENTITLED TO RECEIVE FROM SELLER AN AMOUNT EQUAL TO THE “PURCHASER’S TRANSACTION COSTS” (DIFFERENCE BETWEEN THE SALES PRICE RECEIVED BY SELLER AS DEFINED BELOW)) CONSIDERATION FOR THAT THIRD-PARTY TRANSFER AND NEITHER PARTY HERETO THE PURCHASE PRICE UNDER THIS AGREEMENT. PURCHASER SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, CLOSING AND PURCHASER HEREBY WAIVING WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO PURCHASER EXERCISING ANY RIGHT OR CLAIM IT MAY HAVE TO DAMAGES FOR SELLER’S BREACH, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY BRING AN ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE HEREUNDER, PURCHASER MUST BE FILED, IF AT ALL, COMMENCE SUCH AN ACTION WITHIN THIRTY SIXTY (3060) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND AFTER THE FAILURE OF THE CLOSING TO FILE WITHIN OCCUR ON THE DATE SCHEDULED THEREFOR. PURCHASER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME SUCH SIXTY (60) DAY PERIOD OR SO NOTIFIED SELLER SHALL BE DEEMED A WAIVER BY IT OF ITS ELECTION RIGHT TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE AS HEREIN PROVIDED IN THE EVENT OF WELL AS A BREACH WAIVER BY SELLER 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 SURVIVING OBLIGATIONSPROPERTY. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoices, together with reasonable supporting documentation of such costs and expenses and evidence of payment of such costs.Initials /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Sellers Initials /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇