Common use of Seller Default Clause in Contracts

Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

Seller Default. Anyone of the following events shall constitute an "Event of Default" hereunder with respect to Seller: (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: In connection with itself or its assets, Seller shall (i) apply for or consent to the appointment of or taking of possession by a receiver or liquidator, (Aii) make a general assignment for the benefit of creditors, (ii) file a petition for relief under the Federal Bankruptcy Code or similar state law, or (iii) take similar action to commence a proceeding for relief under any other law relating to the bankruptcy, insolvency, reorganization, or winding up of itself or the composition or adjustment of its debts; (b) An action or proceeding shall be commenced, without the application or consent of Seller, in any court of competent jurisdiction for (i) the Sellers liquidation, reorganization, dissolution, or winding up of Seller of the composition or adjustment of its debts, (ii) the appointment of a trustee, receiver, liquidator or custodian of Seller or substantially of all its assets, or (iii) any similar relief under any law relating to Seller's bankruptcy or insolvency, provided such proceeding shall have breached continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continues unstayed for ninety (90) days; (c) Any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth made by Seller and contained in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant shall prove to this Section 13.2(a)(i) if the Buyer is then have been incorrect in any material breach of any of their covenants or agreements set forth in this Agreementrespect when made; or (iid) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant Seller shall fail to Section 13.2(a), (i) then the Buyer shall be timely make any payment required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyerhereunder, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual outcomply with any non-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate payment obligation under this Agreement and shall fail to cure or remedy such default within thirty (30) days following notice and written demand by Buyer to cure the Other PSAssame; provided, combined). This reimbursement shall not apply if however, that Seller's failure to provide and deliver to Buyer the Buyer succeeds in an action Thermal Energy required pursuant to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant for any period of three (3) consecutive days, unless excused due to Section 13.2(a)Force Majeure or actions or inactions of Buyer its agents representatives or employees, the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer an immediate Event of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)Default.

Seller Default. (a) This Agreement may be terminated by If, at the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a)Closing, (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) Seller is in default of each Other PSAany of its obligations hereunder, and or (ii) any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for five (5) days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which any Deposit shall be null and void and of returned to Buyer and, thereafter, the parties shall have no further force or effect and neither party shall have any rights or obligations against or to the other hereunder except (A) for those provisions hereof obligations which by their terms expressly survive the termination of this Agreement Agreement, or (b) waive the condition and (B) as set forth in Section 13.2(c) and (d). proceed to close the Transaction, or (c) Upon termination seek specific performance of this Agreement by the Seller. As a condition precedent to Buyer pursuant exercising any right it may have to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in bring an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance hereunder, Buyer must be filed, if at all, commence such an action within forty-five one hundred twenty (45120) days after the occurrence of the Other PSA Assets Closing Date, as may be extended, and the Seller’s default. Buyer agrees that its failure to file within timely commence such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time such one hundred twenty (120) day period or so notified the Sellers shall be deemed a waiver by it of its election right to terminate this Agreement, 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 Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)Property.

Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: if (i) (A) any of the Sellers shall have breached any representation or warranty or failed conditions precedent to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing Buyer’s obligations set forth in Section 5.2 of this Agreement or Section 5.2 of any Other PSA have not been satisfied or waived by the Buyer on or prior to the Closing Date and such failure to satisfy the conditions precedent relate to either (1) Assets and Other PSA Assets with an aggregate Allocated Asset Value of 47 $75,000,000.00 or more or (2) Sellers and Other PSA Sellers owning Assets and Other PSA Assets in excess of an aggregate Allocated Asset Value of $75,000,000.00, or (ii) the Other Assets Closing does not occur by reason of a material breach or default by the Seller in the performance of its obligations under this Agreement (including, without limitation, Seller’s failure to comply with the requirements of Section 5.2 or Section 6.2)) or any Other PSA Closing does not occur by reason of a material breach or default by the applicable Other PSA Seller in the performance of its obligations under the applicable Other PSA (including, without limitation, such Other PSA not Seller’s failure to be satisfied, and such condition to Closing to comply with the requirements of Section 5.2 or Section 6.2 of such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the PSA)); provided, however, that if Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate terminates this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) . In lieu of terminating this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or pursuant to the other except (A) for those preceding sentence, the Buyer may specifically enforce the terms and provisions hereof which by their terms expressly survive the termination of this Agreement (but if elected no other action, for damages or otherwise, shall be permitted so long as such specific performance is granted to Buyer); provided that any action by Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Closing Date as may be extended, and (B) the failure to file within such period shall constitute a waiver by Buyer of such right and remedy. 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, Buyer's sole remedy for Seller's default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(c) and (d). (cb) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(isubsection 13.2(a), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(dsubsection 13.2(c) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(dsubsection 13.2(c)). (dc) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, financing including any lender commitment fees, if any (not to exceed $7,500,000 10,000,000.00 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance performance. Buyer also shall be entitled to reimbursement of its expenses as provided described in this subsection 13.2(c) in the event Seller terminates this Agreement pursuant to Section 13.2(e5.1(g). The provisions of this Section 13.2(dsubsection 13.2(c) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

Seller Default. If, at or before Closing, (ai) This Agreement may be terminated by Seller is in default of any of its obligations hereunder, or (ii) any of Seller’s Warranties are, in the Buyer prior to the earliest to occur of aggregate, untrue, inaccurate or incorrect in any material respect, or (xiii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and (y) the Initial Closing if: timely manner, and any such circumstance described in any of clauses (i), (ii) or (Aiii) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of continues for five (x) the Outside Date and (y) ten (105) Business Days after the giving of written notice by the from Buyer to Seller (except that if the Sellers default is as to Seller’s failure to remove a Required Removal Exception as of Closing, the period “five (5) Business Days” shall be “one (1) Business Day”), which written notice shall detail such breach default, untruth or failure, or (B) the Sellers as applicable, then Buyer shall have breached any representation or warranty or failed the right, to comply with any obligation or covenant applicable elect, as its sole and exclusive remedy, to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (xa) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant by written notice to this Section 13.2(a)(i) if the Buyer is then in material breach of Seller, promptly after which any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer Deposit shall be required returned to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSABuyer and, and (ii) this Agreement thereafter, the parties shall be null and void and of have no further force or effect and neither party shall have any rights or obligations against or to the other hereunder except (A) for those provisions hereof obligations which by their terms expressly survive the termination of this Agreement Agreement, or (b) waive the condition and (B) as set forth in Section 13.2(c) and (d). proceed to close the Transaction, or (c) Upon termination seek specific performance of this Agreement by the Seller. As a condition precedent to Buyer pursuant exercising any right it may have to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in bring an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance hereunder, Buyer must be filed, if at all, commence such an action within forty-five ninety (4590) days after the occurrence of the Other PSA Assets Closing Date, as may be extended, and the Seller’s default. Buyer agrees that its failure to file within timely commence such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time such ninety (90) day period or so notified the Sellers shall be deemed a waiver by it of its election right to terminate this Agreement, 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 Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)Property.

Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing Closing” under any Other PSA if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Initial Closing Conditions set forth in Section 5.2 not to be satisfied, and such condition to Initial Closing Condition is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Initial Closing Conditions set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Initial Closing Condition to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets Business is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

Seller Default. (a) This Agreement may be terminated by the Buyer prior If Seller breaches its obligation, in any material respect, to the earliest to occur of (x) consummate the Closing and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days hereunder after the giving of written notice by the Buyer to the Sellers of such breach or failureSeller and a reasonable opportunity to cure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the BuyerPurchaser’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, shall be to (i) terminate this Agreement by giving written notice thereof to Seller prior to or at the extent Closing, in which event the ▇▇▇▇▇▇▇ Money is in shall be returned to Purchaser, and, after the form return to Purchaser of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer this Agreement shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement null and conducting due diligence activities contemplated hereunder void, and arranging for and documenting neither Seller nor Purchaser will have any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate further rights or obligations under this Agreement and the Other PSAsAgreement, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(dexcept for any obligations that expressly survive termination or (ii) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, but no other action (action, for damages or otherwise) , shall be permitted so long as such specific performance is granted to the Buyerpermitted); provided that any action by the Buyer Purchaser for specific performance must be filedcommenced, if at all, within forty-five thirty (4530) days of the Other PSA Assets Closing DateSeller’s breach, as may be extended, and the failure to file within such period of which shall constitute a waiver by the Buyer Purchaser of such right and remedy. For purposes of this Agreement, an action shall be deemed to have been “commenced” if a complaint has been filed in a court of competent jurisdiction within such time period. If the Buyer Purchaser shall not have filed commenced an action for specific performance within the aforementioned time period or so notified the Sellers Seller of its election to terminate this Agreement, the BuyerPurchaser’s sole and exclusive remedy for the Sellers’ default 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 day after the scheduled Group One Closing Date or the Group Two Closing Date, as the case may be. If there is a failure in any material respect of any condition precedent to Closing hereunder as specifically set forth abovein Section 6a and 6b hereof, and such failure is not remedied after written notice and opportunity to receive its cure, then Purchaser’s sole and exclusive remedy shall be to terminate this Agreement by giving written notice thereof to Seller prior to or at the Group Two Closing, as the case may be, in which event the applicable portion of the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and, after the return to Purchaser of the ▇▇▇▇▇▇▇ Money, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination and any remedies at law or equity available to be reimbursed for its expenses as set forth in Section 13.2(d)Purchaser to enforce Purchaser’s rights or remedies that expressly survive termination of this Agreement.

Seller Default. Any of the following events shall constitute a Seller Default: (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: In connection with itself or its assets, Seller shall (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable consent to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfiedappointment of a receiver or liquidator, and such condition to Closing is incapable (ii) make a general assignment for the benefit of being satisfied by creditors, (iii) file a petition for relief under the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failureFederal Bankruptcy Code, or (Biv) the Sellers shall have breached take similar action to commence a proceeding for relief under any representation or warranty or failed to comply with any obligation or covenant applicable other law relating to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfiedbankruptcy, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a finalinsolvency, nonappealable order, writ, judgment, injunction, decree, lawreorganization, or regulation permanent restraining winding up of itself or prohibiting the transfer composition or adjustment of the Transferred Assets is entered by or with any Governmental Authority.its debts; (b) In the event this Agreement is terminated pursuant to Section 13.2(a), An action shall commence in any court of competent jurisdiction for (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) liquidation, reorganization, dissolution, or winding up of each Other PSASeller or the composition or adjustment of its debts, and (ii) this Agreement the appointment of a trustee, receiver, liquidator or custodian of Seller or substantially all of its assets, or (iii) any similar relief under any law relating to Seller's bankruptcy or insolvency, provided such proceeding shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except continue undismissed for ninety (A90) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (d).days: (c) Upon termination Any representation or warranty made by Seller shall prove to have been incorrect in any material respect when made; (d) Seller shall fail to perform any of its obligations under this Agreement by and/or the Buyer pursuant Easement Agreement and/or the Construction Agency Agreement and/or the Ground Lease and fail to Section 13.2(a)(ieither (i), as the Buyer’s sole and exclusive remedy upon within thirty (30) days of written notice from Buyer of such termination (except for the additional remedy provided in Section 13.2(d) below)failure to perform, the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyercure such failure, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form event such failure is not curable within such thirty day period, immediately initiate the actions necessary to cure such failure, diligently prosecute such actions until cure is effectuated and effectuate such cure within ninety (90) days of a letter such Buyer's notice; provided however that the failure of credit, return such letter of credit Seller to produce and deliver Thermal Energy satisfying the Buyer, Steam and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination Chilled Water Standards (including those set forth as defined in Section 13.2(d)). (d3.4) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds be deemed a Seller Default provided Seller has corrected such failure and is otherwise in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement compliance with its obligations pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)3.4.

Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: If (i) (A) the Sellers Seller shall have breached default in any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not of its obligations to be satisfied, and such condition to performed on the Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the BuyerDate, or (ii) Seller shall default in the performance of any of its obligations to be performed prior to the Closing Date and, with respect to any default under this clause (ii) only, such default shall continue for ten (10) days after notice to Seller, Purchaser, as its sole remedy by reason of such default (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 ▇▇▇▇▇▇▇ Money is in the form of a letter of creditright, return such letter of credit subject to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The other provisions of this Section 13.2(d15.2, (x) shall survive to receive a return of the termination Deposit (together with any interest earned thereon) or (y) solely in the event of this Agreement. (e) In lieu of terminating this Agreement pursuant a willful default by Seller, to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such seek to obtain specific performance is electedof Seller's obligations hereunder, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must shall be filed, if at all, commenced within forty-five sixty (4560) days of the Other PSA Assets Closing Dateafter such default, as may be extended, and the failure it being understood that if Purchaser fails to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed commence an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreementsixty (60) days after such default, the Buyer’s Purchaser's sole remedy for the Sellers’ default shall be to terminate receive a return of the Deposit (together with any interest earned thereon). Upon such return and delivery, this Agreement as set forth aboveshall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to receive seek specific performance if Seller shall be prohibited from performing its ▇▇▇▇▇▇▇ Moneyobligations hereunder by reason of any law, and regulation or other legal requirement applicable to be reimbursed for its expenses as set forth in Section 13.2(d)Seller.

Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of If any Seller (x) knowingly and willfully takes any action or omits to take any action, or permits any of Sellers’ Related Parties to take any action or omit to take any action, which action or omission, to Sellers’ Knowledge, would have the Closing and effect of causing any of the representations, warranties, or covenants of Sellers contained in this Agreement to be untrue in any material respect as of the date such action is taken or omitted except to the extent that such violation would not result in a Material Adverse Effect, or (y) the Initial Closing if: (i) (A) the Sellers shall have breached fails to perform any representation or warranty or failed to comply with any material covenant, obligation or covenant applicable requirement under this Agreement and such failure or breach is not cured on or before thirty (30) days following notice to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfiedfrom Buyer, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failurethen Buyer, or (B) the Sellers as its sole remedy thereof, shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to (i) obtain specific performance of Sellers’ obligations hereunder pursuant to clause (d) below or (ii) terminate this Agreement pursuant on or prior to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental AuthorityClosing Date. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (Ai) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (Bii) as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i13.2(a), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), (A) the Escrow Agent shall, in accordance with the procedures set forth in Section 14.514.4, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or and (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, (B) Escrow Agent shall disburse the Good Faith Deposit and any interest earned thereon to Buyer, and (C) Seller shall reimburse the Buyer for the Buyer’s actual out-of-pocket expenses (including any diligence costs and attorneys’ fees and expenses) paid by the Buyer in connection with the transaction contemplated by this Agreement in an amount not to exceed Two Million and No/100 Dollars ($2,000,000.00) in the aggregate and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving return of the ▇▇▇▇▇▇▇ Money, Good Faith Deposit and such reimbursement, neither party shall have any other or further obligation to the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred other hereunder except for obligations that expressly survive termination in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in accordance with the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination terms of this Agreement. (ed) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may seek to specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Outside Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, Money and to be reimbursed for its expenses as set forth in Section 13.2(d)the Good Faith Deposit.

Seller Default. Each of the following shall be a “Seller Default” which, if not cured within the time permitted (aif any) This Agreement may be terminated by the Buyer prior under this Agreement, shall give rise to the earliest to occur right on the part of (x) the Closing and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to Clause 0, provided, however, that no such event shall become a Seller Default if it results from (i) a breach by Buyer of this Section 13.2(a)(iAgreement, (ii) a Buyer Default, (iii) the occurrence of a Force Majeure Event, (iv) the occurrence of an Availability Event or (v) the occurrence of a Delayed Commissioning Event: (a) a breach by Seller of any of its obligations other than those referred to elsewhere in this Clause 0 which adversely affects the performance of its material obligations under this Agreement which continues for thirty (30) Days which has not been cured during a cure period of thirty (30) Days from receipt of a Cure Notice, or if such failure cannot be remedied within such thirty day (30) cure period but is susceptible of remedy within a longer period, such thirty (30) day period shall be extended for up to an additional sixty (60) days so long as (x) Seller has commenced action reasonably planned to remedy such default and continues diligently to pursue such action and (y) such default could not reasonably be expected to have a material adverse effect on Buyer during such extended cure period), or a series of breaches by Seller of any of its obligations other than those referred to elsewhere in this Clause 0 which adversely affects the Buyer performance of its material obligations under this Agreement which continues for an aggregate of ninety (90) Days in any year, for which there shall be no Cure Period; (b) any Acts of Insolvency in respect of Seller; (c) a breach by Seller of the provisions of Clause 0 (Transfer) occurs; (d) failure to pay liquidated damages in accordance with Clauses 0, 0 or 0; (e) a breach by Seller of its obligation to obtain and maintain the insurances required under Clause 0 and 0 of this Agreement which has not been cured during a Cure Period of thirty (30) Days from receipt of a Cure Notice; (f) any statement, representation, or warranty made by Seller herein or in any certificate or other contract delivered or made under or pursuant to this Agreement proving to have been incorrect in any material respect, when made or when deemed to have been made, which inaccuracy has a material adverse effect on the ability of either Party to perform its obligations under this Agreement which has not been cured during a cure period of thirty (30) Days from receipt of a Cure Notice (or if such inaccuracy cannot be remedied within such thirty day (30) cure period but is then in susceptible of remedy within a longer period, such thirty (30) day period shall be extended for up to an additional sixty (60) days so long as (x) Seller has commenced action reasonably planned to remedy such default and continues diligently to pursue such action and (y) such default could not reasonably be expected to have a material adverse effect on Seller during such extended cure period); (g) revocation, cancellation, or withdrawal of this Agreement by Seller as a result of breach of any terms and/or conditions imposed by any Authorization that has a material adverse effect on the ability of their covenants or agreements set forth in either Party to perform its obligations under this Agreement; or (iih) Abandonment for a final, nonappealable order, writ, judgment, injunction, decree, law, continuous period of thirty (30) Days or regulation permanent restraining or prohibiting the transfer more which has not been cured during a cure period of the Transferred Assets is entered by or with any Governmental Authority.thirty (30) Days from receipt of a Cure Notice; (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then failure by Seller to achieve Commercial Operations Date before or on the Buyer shall be Long Stop Commercial Operations Date; (j) termination of the Connection Agreement as a result of breach or default by Seller; (k) failure by Seller to obtain or maintain any Authorization required under Applicable Law or by a Relevant Authority in order for it to terminate each Other PSA perform its material obligations pursuant to Section 13.2(athis Agreement if such failure is (i) not a Lapse of each Other PSA, Authorization and (ii) this Agreement shall be null and void and has not been cured during a cure period of no further force sixty (60) Days from receipt of a Cure Notice (or effect and neither party shall have any rights or obligations against or to the other except (A) such longer period for those provisions hereof which reinstatement permitted by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (dApplicable Law).; (cl) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is ’s default in paying any undisputed sum of money due and owing within thirty (30) Days from the form date when such sum was first due and demanded; (m) Seller’s failure to maintain any required Development Security or Performance Guarantee which has not been cured during a Cure Period of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money thirty (together with interest thereon30) Days from receipt of a Cure Notice; (n) The Plant does not have an Achieved Capacity at least equal to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)).Minimum Achieved Capacity; and (do) Notwithstanding Net Electrical Output for any Contract Year is less than the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall Minimum Annual Electrical Output (as it may be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement adjusted pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (Clause 0) for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)three consecutive Contract Years.

Seller Default. Each of the following shall be a “Seller Default” which, if not cured within the time permitted (aif any) This Agreement may be terminated by the Buyer prior under this Agreement, shall give rise to the earliest to occur right on the part of (x) the Closing and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to Clause 17.1, provided, however, that no such event shall become a Seller Default if it results from (i) a Buyer Default or (ii) the occurrence of a Force Majeure Event: (a) (I) a breach by Seller of its obligations other than those referred to elsewhere in this Section 13.2(a)(iClause 17.2 which adversely affects the performance of its material obligations under this Agreement which continues for thirty (30) Days which has not been cured during a cure period of a further thirty (30) Days from receipt of a Cure Notice, or if the such failure cannot be remedied within such thirty day (30) cure period but is susceptible of remedy within a longer period, such thirty (30) day period shall be extended for up to an additional sixty (60) days so long as (x) Seller has commenced action reasonably planned to remedy such default and continues diligently to pursue such action and (y) such default could not reasonably be expected to have a material adverse effect on Buyer is then in material breach during such extended cure period), or (II) a series of breaches by Seller of any of their covenants or agreements set forth its obligations other than those referred to elsewhere in this Agreement; or Clause 17.2 which adversely affects the performance of its material obligations under this Agreement which continues for an aggregate of ninety (ii90) a finalDays in any year, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.for which there shall be no further cure period; (b) In any Acts of Insolvency in respect of Seller; (c) a breach by Seller of the event provisions of Clause 19 (Transfer) occurs; (d) a breach by Seller of its obligation to obtain and maintain the insurances required under Clause 14.1 and 14.2.1 of this Agreement is terminated which has not been cured during a Cure Period of thirty (30) Days from receipt of a Cure Notice; (e) any statement, representation, or warranty made by Seller herein or in any certificate or other contract delivered or made under or pursuant to Section 13.2(athis Agreement proving to have been incorrect in any material respect, when made or when deemed to have been made, which inaccuracy has a material adverse effect on the ability of either Party to perform its obligations under this Agreement which has not been cured during a cure period of thirty (30) Days from receipt of a Cure Notice (or if such inaccuracy cannot be remedied within such thirty day (30) cure period but is susceptible of remedy within a longer period, such thirty (30) day period shall be extended for up to an additional sixty (60) days so long as (x) Seller has commenced action reasonably planned to remedy such default and continues diligently to pursue such action and (y) such default could not reasonably be expected to have a material adverse effect on Seller during such extended cure period); (f) revocation, cancellation, or withdrawal of this Agreement by Seller or of any Authorisation applicable to Seller as a result of breach of any terms and/or conditions imposed by any Authorisation that, in the case of such Authorisation, has a material adverse effect on the ability of either Party to perform its obligations under this Agreement and such failure is (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) not a Lapse of each Other PSA, Authorisation and (ii) this Agreement shall be null and void and continues for a period of no further force sixty (60) Days (or effect and neither party shall have any rights such longer period permitted by Applicable Law); (g) Abandonment for a continuous period of thirty (30) Days or obligations against or to the other except more which has not been cured during a cure period of thirty (A30) for those provisions hereof which by their terms expressly survive the Days from receipt of a Cure Notice; (h) termination of the Connection Agreement as a result of breach or default by Seller; (i) failure by Seller to obtain or maintain any Authorisation required under Applicable Law or by a Relevant Authority in order for it to perform its material obligations pursuant to this Agreement and (B) as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, failure is (i) not a Lapse of Authorisation and (ii) continues for a period of sixty (60) Days (or such longer period permitted by Applicable Law); (j) any failure by Seller to pay to Buyer any undisputed sum of money due and owing within thirty (30) Days from the extent date when such sum was first due and demanded; provided, however, that no such failure to pay shall constitute a Seller Default in the ▇▇event that ▇▇▇▇▇ Money is receives the sum of money due and owing by drawing on the Development Security or by other means stipulated in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).;

Seller Default. (ai) This Agreement may be terminated by the Buyer prior Notwithstanding anything to the earliest contrary contained in this Agreement, if (1) Seller fails to occur perform in accordance with the terms of this Agreement, (2) Purchaser is not otherwise in material default hereunder, and (3) the Closing does not occur, then, as Purchaser's sole and exclusive remedy hereunder and at Purchaser's option, either (x) the Closing and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer ▇▇▇▇▇▇▇ Money shall be required returned to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSAPurchaser, and (ii) in which event this Agreement shall be null and void and of no further force or effect void, and neither party shall have any rights or obligations against under this Agreement other than those rights that explicitly survive a termination of this Agreement, or (y) provided an action is filed within sixty (60) days after Purchaser becomes aware of such failure and Purchaser gives written notice to Seller when such action is filed, Purchaser may seek specific performance of this Agreement, but not damages. Purchaser's failure to seek specific performance as aforesaid shall constitute its election to proceed under clause (x) above. (ii) In the other except event that (A1) for those provisions hereof which by their terms expressly survive Seller has, prior to Closing, sold and conveyed the termination Property in violation of this Agreement and (B) as set forth this Agreement has not theretofore been terminated in Section 13.2(c) and (d). (c) Upon termination accordance with any provision of this Agreement and, as a result of such sale and conveyance, it is not possible that specific performance can occur, or (2) in the event of an intentional, willful and bad faith material breach by Seller of the Buyer pursuant to terms of this Agreement, including without limitation (x) Seller amending or terminating an existing Lease or entering into a New Lease demising additional space in violation of Section 13.2(a)(i10(L), as but not including storage space or parking space leases at rates and terms similar to any existing storage and parking space leases, and such action by Seller with respect to such Lease or New Lease materially increases the Buyer’s sole obligations of Purchaser after Closing or materially adversely affects the operation of the Property or the revenues received therefrom, and exclusive remedy upon such termination breach is not cured within ten (except for 10) days after written notice of such breach by Purchaser to Seller, and the additional remedy provided Agreement has not thereafter been terminated by Purchaser or by Seller in accordance with any provision of this Agreement, and Purchaser is not otherwise in material default hereunder, (y) Seller amending or terminating a Service Contract or entering into a new Service Contract in violation of Section 10(U)(1), and such action by Seller with respect to such Service Contract materially increases the obligations of Purchaser after Closing or materially adversely affects the operation of the Property or the revenues received therefrom, and such breach is not cured within ten (10) days after written notice of such breach by Purchaser to Seller, and the Agreement has not thereafter been terminated by Purchaser or by Seller in accordance with any provision of this Agreement, and Purchaser is not otherwise in material default hereunder, and (z) Seller failing to deliver the Deed or any other material closing delivery listed in Section 13.2(d4(B)(i) below)as required under this Agreement, the Escrow Agent shall, then Purchaser shall be entitled to terminate this Agreement and pursue a claim against Seller due to Seller's failure to perform in accordance with the procedures set forth in Section 14.5terms of this Agreement as result of such breach, (i) such claim for damages to be for reimbursement of an amount equal to the extent the ▇▇▇▇▇▇▇ Money is in the form lesser of immediately available wired fundsPurchaser's actual, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyerthird-party, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating connection with its proposed purchase of the Property as contemplated in this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any One Hundred Fifty Thousand Dollars (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d150,000).

Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: if (i) (A) any of the Sellers shall have breached any representation or warranty or failed conditions precedent to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing Buyer’s obligations set forth in Section 5.2 have not been satisfied or waived by Buyer on or prior to be satisfied, and such condition the Closing Date or (ii) there is a material breach or default by Seller in the performance of its obligations under this Agreement to cause the sale of the Assets on the Closing is incapable of being satisfied by Date which breach continues beyond the earlier of (x) the Outside Closing Date and (y) ten (10) Business Days days after the giving Buyer’s receipt of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authoritydefault. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (Ai) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (Bii) as set forth in Section 13.2(c). In addition, unless Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i)applies, as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent shall promptly refund the ▇▇▇▇▇▇▇ Money is to Buyer. (c) If Seller shall materially default in the form performance of immediately available wired fundsits obligations under this Agreement to cause the sale of the Assets on the Closing Date, disburse Buyer, at its option, as its sole and exclusive remedy, shall be entitled to (i) terminate this Agreement, direct the Escrow Agent to return the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, Buyer and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving retain the ▇▇▇▇▇▇▇ Money, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination or (ii) specific performance of Seller’s duties and obligation under this Agreement; provided that such specific enforcement action must be initiated no later than 120 days following such default. Notwithstanding the foregoing, in the event specific performance shall not be available to Buyer on account of the nature of the breach or default by Seller, then, Buyer shall be entitled to reimbursement recover from Seller all third party, out of its actual out-of-pocket costs and expenses incurred by Buyer in negotiating this Agreement and conducting due diligence activities connection with the transaction contemplated hereunder and arranging for and documenting any financinghereby, including any lender commitment fees, if any (provided the same shall not to exceed $7,500,000 350,000.00 in the aggregate under this Agreement aggregate, and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in may maintain an action in a court of competent jurisdiction to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms same and provisions of this Agreement (but, if recover such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, costs and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)expenses.

Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Other Assets Closing and (y) the Initial Closing if: if (i) (A) any of the Sellers shall have breached any representation or warranty or failed conditions precedent to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing Buyer’s obligations set forth in Section 5.2 of this Agreement or Section 5.2 of any Other PSA have not been satisfied or waived by the Buyer on or prior to the Other Assets Closing Date and such failure to satisfy the conditions precedent relate to either (1) Assets and Other PSA Assets with an aggregate Allocated Asset Value of $75,000,000.00 or more or (2) Sellers and Other PSA Sellers owning Assets and Other PSA Assets in excess of an aggregate Allocated Asset Value of $75,000,000.00, or (ii) the Other Assets Closing does not occur by reason of a material breach or default by the Seller in the performance of its obligations under this Agreement (including, without limitation, Seller’s failure to comply with the requirements of Section 5.2 or Section 6.2)) or any Other PSA Closing does not occur by reason of a material breach or default by the applicable Other PSA Seller in the performance of its obligations under the applicable Other PSA (including, without limitation, such Other PSA not Seller’s failure to be satisfied, and such condition to Closing to comply with the requirements of Section 5.2 or Section 6.2 of such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the PSA)); provided, however, that if Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate terminates this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) . In lieu of terminating this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or pursuant to the other except (A) for those preceding sentence, the Buyer may specifically enforce the terms and provisions hereof which by their terms expressly survive the termination of this Agreement (but if elected no other action, for damages or otherwise, shall be permitted so long as such specific performance is granted to Buyer); provided that any action by Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other Assets Closing Date as may be extended, and (B) the failure to file within such period shall constitute a waiver by Buyer of such right and remedy. 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, Buyer's sole remedy for Seller's default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(c) and (d). (cb) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(isubsection 13.2(a), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(dsubsection 13.2(c) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(dsubsection 13.2(c)). (dc) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, financing including any lender commitment fees, if any (not to exceed $7,500,000 10,000,000.00 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance performance. Buyer also shall be entitled to reimbursement of its expenses as provided described in this subsection 13.2(c) in the event Seller terminates this Agreement pursuant to Section 13.2(e5.1(g). The provisions of this Section 13.2(dsubsection 13.2(c) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

Seller Default. (a) This Agreement may be terminated by In the Buyer prior event that Seller breaches any of its representations or warranties or fails to the earliest perform any of its covenants in any material respect, other than a failure to occur of (x) consummate the Closing and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed a failure to comply with any obligation or covenant applicable satisfy a condition precedent to the Sellers that would cause any condition to Closing Closing, as set forth in Section 5.2 not to be satisfied8.1 hereof, and such condition to Closing is incapable breach or failure continues for a period of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer thereof from Purchaser, then Purchaser shall be required to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition proceed to Closing set forth in Section 5.2 of notwithstanding such Other PSA not to be satisfiedbreach, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the Purchaser hereby waiving any right to terminate this Agreement pursuant on account of any such breach by Seller, and Purchaser’s sole and exclusive remedy shall be the right to pursue a claim against Seller for Purchaser’s actual monetary damages resulting from such breach, which may in no event exceed the sum of Ten Million Dollars ($10,000,000); provided that, notice of any such claim must be given within one (1) year following the Closing, and Purchaser shall be deemed to have waived any claim of breach of which Purchaser has knowledge as of Closing if Purchaser has not provided notice thereof to Seller (and an opportunity to cure) prior to Closing as provided in this Section 13.2(a)(i) if 11.1. If Seller breaches its obligation to consummate the Buyer Closing hereunder or there is then a failure in any material breach respect of any of their covenants or agreements set forth in this Agreement; or (ii) a finalcondition precedent to Closing hereunder, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) 8.1 hereof, and (d). (c) Upon termination of this Agreement by such failure is not remedied within the Buyer pursuant to time periods specified in Section 13.2(a)(i)8.1, as the Buyerthen Purchaser’s sole and exclusive remedy upon such termination (except for shall be to terminate this Agreement by giving written notice thereof to Seller prior to or at the additional remedy provided in Section 13.2(d) below), the Escrow Agent shallClosing, in accordance with which event the procedures set forth in Section 14.5Deposit shall be returned to Purchaser, (i) and, after the return to Purchaser of the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired fundsDeposit, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, neither Seller nor Purchaser will have any further rights or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which for any obligations that expressly survive such termination (including those set forth in Section 13.2(d)). (d) Notwithstanding termination, and Purchaser shall have the foregoing, in addition right to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled seek monetary damages to reimbursement of its compensate Purchaser for Purchaser’s actual out-of-pocket costs and expenses incurred in negotiating this Agreement connection with its evaluation and conducting due diligence activities contemplated hereunder and arranging for and documenting any financingpurchase of the Property, including any lender commitment fees, if any in an amount which shall in no event exceed the sum of Five Hundred Thousand Dollars (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined500,000). This reimbursement In no event whatsoever shall not apply if the Buyer succeeds in an action Purchaser be entitled to cause specific performance or any damages, rights or remedies against Seller as provided a result of any default of Seller hereunder, other than as specifically set forth in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination 11.1. BPLP, by its execution of this Agreement. (e) In lieu , hereby guaranties the obligations of terminating this Agreement Seller for any claim pursuant to this Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)11.1.

Seller Default. If Seller fails to perform its obligations under this Agreement, and, except in the case of any obligation for which a specific deadline is set forth herein (a) This Agreement may be terminated including, by way of example, Seller's obligation to close on the Buyer prior sale of the Property (subject to the earliest provisions of SECTION 2.1 hereof), for which no notice or opportunity to occur cure will be required), such failure continues for a period of thirty (x30) calendar days after written notice thereof by Purchaser to Seller, specifying with particularity the Closing and (y) the Initial Closing if: nature of Seller's failure to perform, Purchaser may, in its sole discretion, elect to: (i) cancel this Agreement by giving written notice to Seller and this Agreement will be deemed to be terminated as of the date of such notice, in which event Purchaser will be entitled to an immediate return of the Deposits or (Aii) maintain an action for specific performance. Subsections (i) and (ii) of this SECTION 11.2(b) are the Sellers shall have breached any sole and only remedies of Purchaser against Seller except in the following circumstances: (i) a breach by Seller of a representation or warranty or failed contained in SECTION 7.2 hereof, in which case Purchaser may seek to comply with any obligation or covenant applicable recover Damages, subject to the Sellers that would cause any condition to Closing limitations set forth in Section 5.2 not to be satisfied, SECTIONS 7.3 and such condition to Closing is incapable of being satisfied by the earlier of (x11.2(e) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSAhereof, and (ii) an intentional or fraudulent breach of any covenant contained in this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or which is not enforceable by specific performance, in which case Purchaser may seek to recover Damages, subject to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as limitations set forth in Section 13.2(cSECTION 11.2(e) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i)hereof; provided, as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shallhowever, in accordance with the procedures set forth in Section 14.5no event will Seller be liable to Purchaser for any loss of profits or any other indirect, (i) special, consequential, punitive or similar damages and Purchaser expressly waives its rights to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return any such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) remedies. Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement characterization of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (butas representations and warranties, if such specific performance is electedSeller will not be liable for loss of bargain or punitive, no treble or other action (for damages or otherwise) shall measures of damages, and Purchaser will be permitted so long as such specific performance is granted limited to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as remedies set forth above, herein and Purchaser expressly waives its rights to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)any other remedies.

Seller Default. (a) This 10.2.1 If Seller shall default hereunder for any reason in the performance of any of its covenants or obligations under this Agreement may be terminated by the , then Buyer prior may, as its sole remedy, elect to the earliest to occur of either (x) terminate this Agreement, and direct the Closing Escrow Agent to return the Downpayment to Buyer, and, upon such return, Buyer and Seller shall have no further rights or obligations under the Agreement, except those expressly provided herein to survive the termination of this Agreement, or (y) require Seller to convey such title to the Initial Closing if: Property as Seller is then able to convey or prosecute an action for specific performance of this Agreement requiring Seller to convey such title to the Property as Seller is then able to convey. In the event (i) Buyer elects to terminate this Agreement, as aforesaid , as a result of a default by Seller hereunder, if such default shall result from or relate to (A) the Sellers shall have breached any representation an intentional failure or warranty or failed refusal by Seller to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failureclose title, or (B) an intentionally breach by Seller of a covenant hereunder, or (ii) any of the Sellers representations or warranties given by Seller in this Agreement are untrue or incorrect in any material respect on the Closing Date (and same results from an intentional misrepresentation or breach of warranty by Seller), Seller shall pay to Buyer all reasonable and actual third party costs incurred by Buyer in connection with this Agreement and the transactions contemplated to occur hereunder, up to a maximum amount of One Hundred Thousand Dollars ($100,000.00). 10.2.2 If (1) Seller shall default in the performance of any of its covenants or obligations under this Agreement, and Buyer shall have breached any representation or warranty or failed actual knowledge of such default prior to comply with any obligation or covenant applicable Closing, and Buyer shall thereafter close title to the Sellers that would cause Property, or (2) any condition to Closing of Seller's representations and warranties set forth herein shall not be true and correct in Section 5.2 all material respects, and Buyer shall have actual knowledge of such Other PSA not default prior to be satisfiedthe Closing, and Buyer shall thereafter close title to the Property, then, in either such condition case, Buyer shall thereafter have no right to Closing bring any action or proceeding for damages against Seller arising by reasons of any such default or misrepresentation (the right to bring such Other PSA Closing is incapable actions or proceedings being expressly and voluntarily waived by Buyer following and upon advice of being satisfied by its counsel). 10.2.3 If (1) Seller shall default in the earlier performance of (x) the Outside Date any of its covenants or obligations under this Agreement, and (y) ten (10) Business Days Buyer shall first have actual knowledge of such default after the giving Closing, or (2) any of written notice by the Seller's representations and warranties set forth herein shall not be true and correct in all material respects, and Buyer to the Sellers shall first have actual knowledge of such breach or failure; provided that default after the Closing, Buyer shall have the right to bring an action for damages against Seller. Notwithstanding the foregoing, Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then bring such action in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(aBuyer's actual damages are less than Fifty Thousand Dollars ($50,000.00) (the "Threshold Amount"), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shallbut, in accordance with the procedures set forth in Section 14.5event Buyer's damages are equal to or exceed the Threshold Amount, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive the right to bring such termination action for the full amount of Buyer's damages (including those set forth in Section 13.2(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving portion of such damages constituting the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combinedThreshold Amount). This reimbursement The concept of the Threshold Amount shall not apply if the Buyer succeeds in an with respect to any post-Closing action relating to cause specific performance as provided in Article V, Article VIII, or Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement11.16 hereof. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

Seller Default. If Seller shall refuse or fail to convey the Property as herein provided for any reason other than (a) This Agreement may be terminated a default by Purchaser and the Buyer prior to expiration of the earliest to occur of cure period, if any, provided under Section 11.6 hereof; (xb) the Closing existence of a Pending Default (as defined in and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in contemplated by Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, 11.6); or (Bc) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 other provision of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right this Agreement which permits Seller to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer otherwise relieves Seller of the Transferred Assets is entered by or with any Governmental Authority. (b) In obligation to convey the event this Agreement is terminated pursuant to Section 13.2(a)Property, (i) then the Buyer Purchaser shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) elect as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s its sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, hereunder either to (i) terminate the Agreement and recover the Deposit, and to the extent the ▇▇▇▇▇▇▇ Money default by Seller is in the form of immediately available wired fundsa willful default by Seller, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer Purchaser shall be entitled to a reimbursement from Seller of its Purchaser’s actual third party out-of-pocket expenses incurred in negotiating connection with this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 50,000 in the aggregate under this Agreement and the Other PSAsaggregate, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(dor; (ii) shall survive the termination of this Agreement. within thirty (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (4530) days of Seller’s default, to enforce Seller’s obligations to convey the Other PSA Assets Closing DateProperty by delivering written notice to Seller which describes such default and states Purchaser’s election to enforce specific performance and actually filing suit within such 30-day period, as may provided if such limitation on the time period to file suit is prohibited or limited by law, the time period shall be extendedextended to the minimum limitation period allowed by law, and the failure to file within provided that no such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for in specific performance within shall seek to require Seller to do any of the aforementioned time period following: (1) change the condition of the Property or so notified restore the Sellers of its election same after any fire or other casualty; (2) subject to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth Section 10.3 below and Section 3.2 above, expend money or post a bond to remove a title encumbrance or defect or correct any matter shown on a survey of the Property; or (3) secure any permit, approval, or consent with respect to the Property or Seller’s conveyance of the Property. Purchaser waives any right to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses damages as set forth in Section 13.2(d)a result of Seller’s default.

Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: if (i) (A) any of the Sellers shall have breached any representation or warranty or failed conditions precedent to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing Buyer’s obligations set forth in Section 5.2 of this Agreement or Section 5.2 of any Other PSA have not been satisfied or waived by the Buyer on or prior to the Closing Date and such failure to satisfy the conditions precedent relate to either (1) Assets and Other PSA Assets with an aggregate Allocated Asset Value of $75,000,000.00 or more or (2) Sellers and Other PSA Sellers owning Assets and Other PSA Assets in excess of an aggregate Allocated Asset Value of $75,000,000.00, or (ii) the Other Assets Closing does not occur by reason of a material breach or default by the Seller in the performance of its obligations under this Agreement (including, without limitation, Seller’s failure to comply with the requirements of Section 5.2 or Section 6.2)) or any Other PSA Closing does not occur by reason of a material breach or default by the applicable Other PSA Seller in the performance of its obligations under the applicable Other PSA (including, without limitation, such Other PSA not Seller’s failure to be satisfied, and such condition to Closing to comply with the requirements of Section 5.2 or Section 6.2 of such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the PSA)); provided, however, that if Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate terminates this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) . In lieu of terminating this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or pursuant to the other except (A) for those preceding sentence, the Buyer may specifically enforce the terms and provisions hereof which by their terms expressly survive the termination of this Agreement (but if elected no other action, for damages or otherwise, shall be permitted so long as such specific performance is granted to Buyer); provided that any action by Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Closing Date as may be extended, and (B) the failure to file within such period shall constitute a waiver by Buyer of such right and remedy. 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, Buyer's sole remedy for Seller's default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(c) and (d). (cb) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(isubsection 13.2(a), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(dsubsection 13.2(c) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(dsubsection 13.2(c)). (dc) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, financing including any lender commitment fees, if any (not to exceed $7,500,000 10,000,000.00 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance performance. Buyer also shall be entitled to reimbursement of its expenses as provided described in this subsection 13.2(c) in the event Seller terminates this Agreement pursuant to Section 13.2(e5.1(g). The provisions of this Section 13.2(dsubsection 13.2(c) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

Seller Default. If Seller shall become in breach of or default under this Agreement in any material respect and the breach or default continues beyond the expiration of the cure period, if any, provided in Section 11.6 hereof, or Seller shall refuse or fail to convey the Property as herein provided and none of the following circumstances exist: (a) This Agreement may be terminated a default by Purchaser and the Buyer prior to expiration of the earliest to occur of cure period, if any, provided under Section 11.6 hereof; (xb) the Closing existence of a Pending Default (as defined in and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in contemplated by Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, 11.6); or (Bc) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 other provision of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right this Agreement which permits Seller to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer otherwise relieves Seller of the Transferred Assets is entered by or with any Governmental Authority. (b) In obligation to convey the event this Agreement is terminated pursuant to Section 13.2(a), (i) Property; then the Buyer Purchaser shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) elect as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s its sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, hereunder either (i) to terminate this Agreement and recover the extent Deposit in its entirety, including the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired fundsHard Deposit pursuant to Section 2.2.1 hereof, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) reimbursement from Seller for all of Purchaser’s actual, third-party costs and expenses incurred in connection with its intended acquisition of the Property or financing thereof, in amount not to the Buyer, exceed SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($75,000.00); or (ii) within sixty (60) days of Seller’s default, to enforce Seller’s obligations to convey the Property by delivering written notice to Seller which describes such default and states Purchaser’s election to enforce specific performance and actually filing suit within such 60-day period, provided that no such action in specific performance shall seek to require Seller to do any of the following: (1) change the condition of the Property or restore the same after any fire or other casualty; (2) expend money or post a bond to remove a title encumbrance (other than a Mandatory Monetary Lien) or defect or correct any matter shown on a survey of the Property; or (3) secure any permit, approval, or consent with respect to the extent the ▇▇▇▇▇▇▇ Money is in the form Property. Except as expressly permitted by this Section 10.3, and Section 10.5, Section 11.9 and Section 11.16, Purchaser waives any right to receive damages as a result of a letter of credit, return such letter of credit Seller’s default. Notwithstanding anything to the Buyercontrary in this Agreement, and upon such disbursement the Sellers and indemnity obligations of the Buyer shall have no further obligations Seller under this Agreement, except those which expressly survive such termination (including those set forth and Purchaser’s rights to recover costs, fees and expenses under Section 11.9 are separate and distinct obligations of the Seller that are not subject to the remedy limitations provisions contained in Section 13.2(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement10.3. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

Seller Default. (a) This Agreement may be terminated by If, at the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a)Closing, (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) Seller is in default of each Other PSAany of its obligations hereunder, and or (ii) any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for five (5) days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which any Deposit shall be null and void and of returned to Buyer and, thereafter, the parties shall have no further force or effect and neither party shall have any rights or obligations against or to the other hereunder except (A) for those provisions hereof obligations which by their terms expressly survive the termination of this Agreement Agreement, or (b) waive the condition and (B) as set forth in Section 13.2(c) and (d). proceed to close the Transaction, or (c) Upon termination seek specific performance of this Agreement by the Seller. As a condition precedent to Buyer pursuant exercising any right it may have to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in bring an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement. (e) In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance hereunder, Buyer must be filed, if at all, commence such an action within forty-five ninety (4590) days after the occurrence of the Other PSA Assets Closing Date, as may be extended, and the Seller’s default. Buyer agrees that its failure to file within timely commence such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time such ninety (90) day period or so notified the Sellers shall be deemed a waiver by it of its election right to terminate 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 any other provision of this Agreement, the Buyer’s sole remedy for the Sellers’ failure to obtain Foreclosure Deed Delivery shall not be a Seller default under this Agreement; such inability to obtain Foreclosure Deed Delivery shall be to terminate governed by Section 2.3 of this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(d)Agreement.

Seller Default. (a) This Agreement may be terminated by Subject to Clause 16 (Relief), each of the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing iffollowing shall constitute a Seller Default: (i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied a material breach by the earlier Seller of any of its obligations under this Agreement which materially and adversely affects the performance of its obligations under the Agreement; (xii) a material breach by the Outside Date Seller of its obligations under Clause 7.1 (Construction Obligations) and/or Clause 7.2 (Operation and Maintenance Obligations); (yiii) ten a failure by the Seller to pay any amount exceeding RSD 50,000,000 (10fifty million) (Indexed) that is due and payable by the Seller under this Agreement within twenty (20) Business Days after the giving of service of a formal written notice demand by the Buyer Buyer, where that amount fell due and payable one (1) Month (or more) prior to the Sellers date of such breach or failure, or service of the written demand; (Biv) the Sellers shall have breached any representation or warranty or failed occurrence of an Insolvency Event in respect of the Seller; (v) a breach of the Seller of its obligations to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, take out and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement maintain insurances pursuant to this Section 13.2(a)(iAgreement; (vi) if any liability of the Buyer is then Seller under this Agreement exceeds the limit on liability under Clause 18.1(a)(ii) and the Seller has not agreed to refresh or extend such limit on liability; and/or (vii) a suspension of performance of the Buyer's obligations pursuant to Clause 20 (Suspension of Performance) due to a Seller Default continues for a period of 12 months. (b) If: (i) in material breach the case of any remediable Seller Default (which to avoid doubt shall in no circumstances include any Seller Default pursuant to Clauses 19.1(a)(iv) or 19.1(a)(vii)), the Seller fails to rectify the Seller Default within the longer of their covenants or agreements set forth one month and the time period specified in this Agreementthe termination notice; or (ii) in the case of any other Seller Default, a finalSeller Default has occurred, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer Seller shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) regarded as set forth in Section 13.2(c) and (d). (c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shallbeing a Defaulting Party, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the Buyer, or (ii) to the extent the ▇▇▇▇▇▇▇ Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement 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(d)). (d) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the ▇▇▇▇▇▇▇ Moneycase, the Buyer shall be entitled to reimbursement to: (1) suspend performance of some or all of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate obligations under this Agreement and for as long as the Other PSAs, combinedSeller Default continues pursuant to Clause 20 (Suspension of Performance). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d) shall survive the termination of this Agreement.; and/or (e2) In lieu of terminating this terminate the Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement Clause 21 (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); provided that any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its ▇▇▇▇▇▇▇ Money, and to be reimbursed for its expenses as set forth in Section 13.2(dTermination).