Common use of Buyer Default Clause in Contracts

Buyer Default. Buyer is in default in the event the monthly payment is not made within ninety (90) days of the monthly due date or in the event insurance or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaults, seller shall have the right to proceed to protect his or her legal interest using any and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contract.

Buyer Default. Buyer is in default in In the event this transaction fails to close on the monthly Closing Date due to the default of Buyer hereunder, and Owner has satisfied all its obligations under this Agreement, Owner’s and Lender’s sole and exclusive remedy shall be to terminate this Agreement by written notice of termination given to Buyer, MFG and HMF, in which event (a) if Buyer’s default occurs prior to the payment is not made within ninety (90) days by HMF of the monthly due date or Assessed Amounts pursuant to Section 1.3(b)(vii) above, then MFG shall (i) pay to Lender from the Deposit a sum equal to the ▇▇▇▇▇▇▇ Money amount, (ii) the balance of funds from the Deposit then held by MFG not paid to Lender as aforesaid shall be paid by MFG to Buyer, and (iii) no Party shall thereafter have any liability hereunder to the other Party (except as expressly stated otherwise in this Agreement), and (b) if Buyer’s default occurs after HMF has paid the event insurance or taxes Assessed Amounts pursuant to Section 1.3(b)(vii) above, HMF shall utilize the original stamped copy of this Agreement duly marked “cancelled” together with the Original Transfer Tax Receipt to invoke the Unwind Procedure and, upon recovery of the Stamp Duty and Tax Refund, (i) Lender shall be paid as liquidated damages, Seller’s Liquidated Damages Amount as provided in Section 12.3 above, (ii) the balance of funds from the Deposit then held by MFG, if any, together with the balance of the Stamp Duty and Tax Refund not paid to Lender as aforesaid shall be paid to Buyer, and (iii) no Party shall thereafter have any liability hereunder to the other Party (except as expressly stated otherwise in this Agreement). Lender’s liquidated damages contemplated by this Section 16.2 are not paid within ninety (90) days after notice intended to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaultsbe a penalty, seller shall but rather have the right to proceed to protect his or her legal interest using any and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused been agreed upon by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents Parties because actual damages that will be signed sustained by both parties. Seller agrees Lender and/or Owner as a result of such fault of Buyer would be extremely difficult to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractdetermine.

Buyer Default. If Buyer defaults in any of its obligations undertaken in this Agreement or New Operator defaults in any of its obligations undertaken in the OTA, and should such default continue for a period of ten (10) business days after the date on which Buyer receives Seller’s written notice of default, then Seller shall be entitled, as its sole and exclusive remedy, to either: (i) if Buyer is willing to proceed with Closing, waive such default and proceed to Closing in accordance with the terms and provisions hereof (assuming that New Operator also waives any default under the OTA and proceeds with closing thereunder); or (ii) declare this Agreement to be terminated, in which event Seller shall be entitled to immediately receive all of the ▇▇▇▇▇▇▇ Money as liquidated damages as and for Seller’s sole and exclusive remedy. Upon such termination, neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller and Buyer agree that (a) actual damages due to Buyer’s default hereunder would be difficult and inconvenient to ascertain and that such amount is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) the amount specified as liquidated damages is not disproportionate to the damages that would be suffered and the costs that would be incurred by Seller as a result of having withdrawn the Properties from the market, and (c) Buyer desires to limit its liability under this Agreement to the amount of the ▇▇▇▇▇▇▇ Money paid in the event Buyer fails to complete Closing. Seller hereby waives any right to recover the monthly payment is not made within ninety (90) days balance of the monthly due date Purchase Price, or in the event insurance or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaultsany part thereof, seller shall have and the right to proceed to protect his pursue any other remedy permitted at law or her legal interest using any and all available legal meansin equity against Buyer. Pursuant to New York State law, seller In no event under this Section or otherwise shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall Buyer be liable to Seller for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to completeany punitive, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts speculative or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractconsequential damages.

Buyer Default. (a) This Agreement may be terminated by Seller prior to the Closing if (i) any of the conditions precedent to Seller’s obligations set forth in Section 5.1 have not been satisfied or waived by Seller on or prior to the Closing Date or (ii) there is a material breach or default by Buyer is in default in the performance of any of its obligations under this Agreement. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), 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 monthly payment other except (i) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (ii) as set forth in Section 13.1(c). (c) If the sale contemplated hereby is not made within ninety consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (90i) days of this Agreement shall terminate; (ii) the monthly due date or in the event insurance or taxes are not ▇▇▇▇▇▇▇ Money shall be paid within ninety to and retained by Seller as liquidated damages; and (90iii) days after notice to buyer to pay the insurance or taxes. except for Buyer’s Surviving Obligations and Seller’s Remedy If buyer defaultsSurviving Obligations, seller Seller and Buyer shall have the no further obligations to each other. BUYER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLER AND BUYER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF BUYER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. (d) This Section 13.1 is intended only to liquidate and limit Seller’s right to proceed damages arising due to protect his or her legal interest using any Buyer’s failure to purchase the Assets in accordance with the terms of this Agreement and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and limit the court decision is made in favor of buyer, seller shall be liable for buyerBuyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractSurviving Obligations.

Buyer Default. (a) The following shall be deemed an event of Buyer’s Default: 1) Buyer is in default in fails to timely complete the event Purchase Price; 2) Buyer breaches a term of this Agreement; 3) if prior to completing the monthly payment is not made within ninety (90) days Purchase Price, Buyer or another person shall file a petition for relief for Buyer under the bankruptcy laws, or shall make an assignment for the benefit of creditors for Buyer, or if a receiver of any property of the monthly due date Buyer be appointed in any action, suit or in proceeding by or against Buyer, or if Buyer shall admit to any creditor or to Buyer that it is insolvent, or if (b) Upon the occurrence of an event insurance or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaultsof Default, seller Seller shall have the right to proceed terminate the Agreement and shall be entitled to protect his full possession of the Assets. Seller may make its election to terminate known to Buyer by delivery of a notice of termination to Buyer and a notice to Broker to transfer any of the Assets to Seller, if Broker is in possession of any Assets. Such termination shall be immediately effective and Seller shall be entitled to forthwith commence an action in summary proceedings to recover possession of the Assets. ▇▇▇▇▇ agrees to fully comply and cooperate to transfer the Assets to Seller. Upon the occurrence of an event of Default, Buyer is not entitled to any refund of any portion of the Purchase Price. Further, the Parties agree Broker is not liable in any manner whatsoever for its transfer of any Assets to Seller consistent with this Agreement. Broker has no obligation to refund any portion of its Commission upon a Default. (c) Anything contained in this Agreement to the contrary notwithstanding, on the occurrence of an event of Default, the Seller or her legal interest using any and all available legal means. Pursuant to New York State law, seller Broker shall not proceed on default in village, town, exercise any right or city court. remedy under any provision of this Agreement or applicable law unless and until: (a) the Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title or Broker has given written notice thereof to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System AffidavitBuyer, and Water Affidavit. Seller agrees (b) the Buyer has failed to present these documents to buyer at cure the time event of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer default within thirty fifteen (3015) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractdays.

Buyer Default. If Buyer defaults in the observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive (x) if such termination election is made on or prior to the initial Closing, liquidated damages equal to five percent (5%) of the Purchase Price with respect to the allocated value of all Hotels (taking into account any reduction to such Purchase Price in accordance with Paragraph 9.1 or otherwise provided for herein); or (y) if such election is made at any time after the initial Closing, five percent (5%) of the Purchase Price allocated to the Austin, TX InterContinental Hotel, as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the monthly payment damages to be suffered by Seller upon Buyer’s default, that such liquidated damages is intended not made within ninety (90) days as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the monthly due date potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event insurance of default by Buyer. Except with respect to any right, obligation or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance liability which survives Closing or taxes. termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller’s Remedy If buyer defaults, seller shall have the right to proceed to protect his or her legal interest using Terminate this Agreement and receive full liquidated damages, are Seller’s sole and exclusive remedies in the event of a default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all available legal means. Pursuant other rights and remedies (except any that survive Closing or termination pursuant to New York State the express provisions of this Agreement), including, but not limited to: (1) any right to s▇▇ Buyer for damages or to prove that Seller’s actual damages exceed the amount of liquidated damages set forth above which is hereby provided Seller as full liquidated damages, (2) any right to s▇▇ Buyer for specific performance, or (3) any other right or remedy which Seller may otherwise have against Buyer, either at law, seller shall not proceed on default or equity or otherwise. Notwithstanding anything contained herein to the contrary, if Buyer has made the Deposit hereunder and Seller Terminates this Agreement in villageaccordance with clause (x) of the first sentence hereof, town, or city court. then Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees able to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time receive as its sole remedy payment of the signing Deposit as full liquidated damages. The provisions of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at Paragraph 12.1 shall survive the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contracttermination hereof.

Buyer Default. If Buyer defaults in the observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and, provided the deposit contemplated by Paragraph 18 of the Purchase and Sale Agreement, as amended from time to time, has not been posted by Buyer, to receive liquidated damages equal to five percent (5%) of the Purchase Price on or prior to the Closing Date as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the monthly payment is damages to be suffered by Seller upon Buyer’s default, that such liquidated damages are intended not made within ninety (90) days as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the monthly due date potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event insurance of default by Buyer. Except with respect to any right, obligation or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance liability which survives Closing or taxes. termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller’s Remedy If buyer defaults, seller shall have the right to proceed to protect his or her legal interest using Terminate this Agreement is Seller’s sole and exclusive remedy in the event of a default under this Agreement by Buyer, and Seller hereby waives, relinquishes and releases any and all available legal means. Pursuant other rights and remedies (except any that survive Closing or termination pursuant to New York State the express provisions of this Agreement), including, but not limited to: (1) any right to s▇▇ Buyer for damages, (2) any right to s▇▇ Buyer for specific performance, or (3) any other right or remedy which Seller may otherwise have against Buyer, either at law, seller or equity or otherwise. To the extent that Seller’s Related Party is entitled to the deposit in accordance with the Purchase and Sale Agreement, Seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action be able to enforce this contract and the court decision is made in favor of buyer, seller shall be liable receive any damages hereunder for buyerBuyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time breach of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractterms hereof.

Buyer Default. (a) The following shall be deemed an event of Buyer’s Default: 1) Buyer fails to timely complete the Purchase Price; 2) Buyer breaches a term of this Agreement; 3) if prior to completing the Purchase Price, Buyer or another person shall file a petition for relief for Buyer under the bankruptcy laws, or shall make an assignment for the benefit of creditors for Buyer, or if a receiver of any property of the Buyer be appointed in any action, suit or proceeding by or against Buyer, or if Buyer shall admit to any creditor or to Buyer that it is in default insolvent, or if the interest of Buyer in the Assets shall be sold under execution or other legal process. (b) Upon the occurrence of an event the monthly payment is not made within ninety (90) days of the monthly due date or in the event insurance or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaultsDefault, seller Seller shall have the right to proceed terminate the Agreement and shall be entitled to protect his full possession of the Assets. Seller may make its election to terminate known to Buyer by delivery of a notice of termination to Buyer and a notice to Broker to transfer any of the Assets to Seller, if Broker is in possession of any Assets. Such termination shall be immediately effective and Seller shall be entitled to forthwith commence an action in summary proceedings to recover possession of the Assets. Buyer agrees to fully comply and cooperate to transfer the Assets to Seller. Upon the occurrence of an event of Default, Buyer is not entitled to any refund of any portion of the Purchase Price. Further, the Parties agree Broker is not liable in any manner whatsoever for its transfer of any Assets to Seller consistent with this Agreement. Broker has no obligation to refund any portion of its Commission upon a Default. (c) Anything contained in this Agreement to the contrary notwithstanding, on the occurrence of an event of default, the Seller or her legal interest using any and all available legal means. Pursuant to New York State law, seller Broker shall not proceed on default in village, town, exercise any right or city court. remedy under any provision of this Agreement or applicable law unless and until: (a) the Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title or Broker has given written notice thereof to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System AffidavitBuyer, and Water Affidavit. Seller agrees (b) the Buyer has failed to present these documents to buyer at cure the time event of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer default within thirty fifteen (3015) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractdays.

Buyer Default. If (i) either Closing fails to occur on or before the applicable Closing Date by reason of Buyer’s breach of or default under this Agreement, or (ii) prior to the First Closing, the “Closing” (as such term is defined in the Purchase and Sale Agreement [Portfolio #1]) fails to occur on or before the “Closing Date” (as such term is defined in the Purchase and Sale Agreement [Portfolio #1]) by reason of Buyer’s breach of or default under the Purchase and Sale Agreement [Portfolio #1], and any such circumstance continues for five (5) Business Days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement by written notice to Buyer, promptly after which the Deposit shall be paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction. Buyer and Seller acknowledge and agree that the retention of the Deposit by Seller is in default not a penalty, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the monthly payment is not made within ninety (90) days amount of the monthly due date Deposit is a reasonable estimate thereof. Except in connection with the indemnification obligations of Buyer hereunder and under the Closing Documents and Buyer’s payment obligations under Section 15.19, Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Buyer: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the event insurance Deposit. Buyer hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or taxes are not paid within ninety seek or claim a refund of the Deposit (90or any part thereof) days after notice to buyer to pay on the insurance or taxes. grounds it is unreasonable in amount and exceeds Seller’s Remedy If buyer defaults, seller shall have the right to proceed to protect his actual damages or her legal interest using any that its retention by Seller constitutes a penalty and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract agreed upon and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractreasonable liquidated damages.

Buyer Default. If Buyer defaults in the observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive (x) if such termination election is made on or prior to the initial Closing, liquidated damages equal to five percent (5%) of the Purchase Price with respect to the allocated value of all Hotels (taking into account any reduction to such Purchase Price in accordance with Paragraph 9.1 or otherwise provided for herein); or (y) if such election is made at any time after the initial Closing, five percent (5%) of the Purchase Price allocated to the Austin, TX InterContinental Hotel, as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the monthly payment damages to be suffered by Seller upon Buyer's default, that such liquidated damages is intended not made within ninety (90) days as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the monthly due date potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller's actual damages which would be suffered by Seller in the event insurance of default by Buyer. Except with respect to any right, obligation or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance liability which survives Closing or taxes. termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller’s Remedy If buyer defaults, seller shall have the 's right to proceed to protect his or her legal interest using Terminate this Agreement and receive full liquidated damages, are Seller's sole and exclusive remedies in the event of a default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all available legal means. Pursuant other rights and remedies (except any that survive Closing or termination pursuant to New York State the express provisions of this Agreement), including, but not limited to: (1) any right to sue Buyer for damages or to prove that Seller's actual damages exceed ▇▇▇ amount of liquidated damages set forth above which is hereby provided Seller as full liquidated damages, (2) any right to sue Buyer for specific performance, or (3) any other right or remedy w▇▇▇h Seller may otherwise have against Buyer, either at law, seller shall not proceed on default or equity or otherwise. Notwithstanding anything contained herein to the contrary, if Buyer has made the Deposit hereunder and Seller Terminates this Agreement in villageaccordance with clause (x) of the first sentence hereof, town, or city court. then Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees able to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time receive as its sole remedy payment of the signing Deposit as full liquidated damages. The provisions of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at Paragraph 12.1 shall survive the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contracttermination hereof.

Buyer Default. If Buyer is defaults in the observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive payment of the Deposit as full liquidated damages pursuant to Official Code of Georgia Annotated §13-6-7 for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the monthly payment is not made within ninety (90) days damages to be suffered by Seller upon Buyer’s default, that such forfeiture of the monthly due date Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event insurance of default by Buyer. Notwithstanding the foregoing, a Buyer default for failure to perform all of the covenants, undertakings and obligations to be performed by Buyer at or taxes are prior to the Closing Deadline shall not paid within ninety (90) days after entitle Buyer to any notice or cure period that would require an extension of the Closing Date. Except with respect to buyer to pay the insurance any right, obligation or taxes. liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller’s Remedy If buyer defaults, seller shall have the right to proceed to protect his or her legal interest using Terminate this Agreement and receive payment of the Deposit as full liquidated damages, are Seller’s sole and exclusive remedies in the event of default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all available legal means. Pursuant other rights and remedies (except any that survive Closing or termination pursuant to New York State the express provisions of this Agreement), including, but not limited to: (1) any right to ▇▇▇ Buyer for damages or to prove that Seller’s actual damages exceed the Deposit which is hereby provided Seller as full liquidated damages, (2) any right to ▇▇▇ Buyer for specific performance, or (3) any other right or remedy which Seller may otherwise have against Buyer, either at law, seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts equity or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractotherwise.

Buyer Default. (a) Notwithstanding anything to the contrary contained in this Agreement, if, prior to Closing, Buyer is in default of this Agreement or in breach of any representation or warranty as and when made in this Agreement and Seller has knowledge thereof prior to Closing, then Seller shall deliver to Buyer written notice of such default or breach, which notice shall describe the event nature of the monthly payment is not made within ninety default or breach and Buyer shall have a period of five (905) days of to cure same (provided, however, that Buyer shall not be entitled to any such notice and opportunity to cure for any default under Articles 10, 11, 13 and Article 16). If such default or breach remains uncured beyond the monthly due date five (5) day period described above, as applicable, or in the event insurance of such default or taxes are not paid within ninety (90) days after breach where no such notice to buyer to pay and cure period is permitted as provided above, then, except as provided below in this Section 12.1 and without limiting the insurance or taxes. other obligations and indemnities under this Agreement that expressly survive the termination of this Agreement, as Seller’s Remedy sole and exclusive remedy in lieu of all other legal or equitable remedies, Seller shall be entitled to (i) retain the E▇▇▇▇▇▇ Money Deposit and interest earned thereon (net of investment charges) as Seller’s liquidated damages, or (ii) waive the default at issue in writing and proceed to close the transaction contemplated by this Agreement in accordance with the other terms and provisions of this Agreement. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.2 OF THIS AGREEMENT, NOR SELLER’S RIGHTS AND BUYER’S OBLIGATIONS UNDER ARTICLE 13 AND ARTICLE 16 BELOW AND UNDER THE CONFIDENTIALITY AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. EACH PARTY HEREBY AGREES TO WAIVE ANY AND ALL RIGHTS WHATSOEVER TO CONTEST THE VALIDITY OF THE LIQUIDATED DAMAGE PROVISIONS FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THAT SUCH PROVISION WAS UNREASONABLE UNDER CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE. (b) If buyer defaultsBuyer is in default of this Agreement after Closing or if Seller obtains knowledge, seller after Closing, of any pre-Closing Buyer default or any breach of any representation or warranty as and when made in this Agreement, then, subject to the survival periods expressly set forth in this Agreement, Seller shall have the right right, as its sole and exclusive remedy, to proceed to protect his or her legal interest using any and all available legal means. Pursuant to New York State law, seller shall not proceed seek damages from Buyer on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractaccount thereof.

Buyer Default. Except as set forth herein below, if Buyer is in default defaults in the event the monthly payment is not made within ninety (90) days observance or performance of the monthly due date its covenants and obligations hereunder, or in the event insurance of any breach by Buyer of any of the representations and warranties set forth in Paragraph 8.5, and such default or taxes are not paid within ninety breach continues for five (905) days Business Days after the date Seller gives notice demanding cure thereof, or if Buyer defaults in the observance or performance of its covenants and obligations under any Related Contract beyond any cure period afforded to Buyer pursuant to the terms thereof, Seller shall be entitled, as its sole and exclusive remedy therefor, to Terminate this Agreement by notice to buyer Buyer of such termination and to pay receive payment of the insurance Deposit as full liquidated damages for such default or taxes. breach of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default or breach, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer’s default or breach, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s Remedy If buyer defaultsactual damages which would be suffered by Seller in the event of default or breach by Buyer. Except with respect to any right, seller shall obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, and except as set forth in Paragraph 14.17, Seller’s right to Terminate this Agreement and receive payment of the Deposit as full liquidated damages, are Seller’s sole and exclusive remedies in the event of default or breach hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the express provisions of this Agreement), including, but not limited to: (A) any right to ▇▇▇ Buyer for damages or to prove that Seller’s actual damages exceed the Deposit which is hereby provided Seller as full liquidated damages, (B) any right to ▇▇▇ Buyer for specific performance, or (C) any other right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise, including, without limitation, the right to proceed to protect his or her legal interest using any and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractseek and/or receive consequential damages.

Buyer Default. Buyer is in default Time shall be of the essence of this Agreement and in the event Buyer fails to comply timely with any of Buyer’s funding obligations under this Agreement relating to the monthly payment is not made within ninety (90) days of Extension Payment, the monthly due date or in the event insurance or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaults, seller shall have the right to proceed to protect his or her legal interest using any and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, townEstimated Additional Cost Deposits, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyerExtension Consideration, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and fails to provide the results Undertaking on or before July 31, 2013, or this transaction fails to close on or before August 16, 2013, due to the default of Buyer hereunder, Owner’s and Lender’s sole and exclusive remedy shall be to terminate this Agreement by written notice of termination given to Buyer, MFG and HMF, in which event the Deposit shall be forfeited by Buyer and the amount equal thereto paid to Lender in accordance with this Section 16.2. In addition to the Deposit forfeiture, Lender shall also be entitled to be paid the Extension Payment as liquidated damages for Buyer’s default. Accordingly, following such default by Buyer (1) MFG shall deliver to Lender all or a portion of the Extension ▇▇▇▇▇▇▇ Money and any other sums held in escrow by MFG, if any, not to exceed Seller’s Default Compensation, and (2) HMF shall utilize the original stamped copy of this search Agreement duly marked “canceled” together with the Original Transfer Tax Receipt to invoke the buyer at or before Unwind Procedure and, upon recovery of the signing Stamp Duty and Tax Refund, (i) Lender shall be paid an amount equal to Seller’s Default Compensation less amounts paid to Lender under clause (1) of this contractSection 16.2, (ii) the balance of the Stamp Duty and Tax Refund not required to be paid to Lender as aforesaid shall be paid to Buyer, and (iii) no Party shall thereafter have any liability hereunder to any other Party (except as expressly stated otherwise in this Agreement). Lender’s right to receive the Extension Payment contemplated by this Section 16.2 as liquidated damages is not intended to be a penalty, but rather has been agreed upon by the Parties, taking into account the forfeiture of the Deposit, because actual damages that will be sustained by Lender and/or Owner as a result of such default by Buyer would be extremely difficult to determine.”

Buyer Default. i) In the event Buyer, other than for reasons due to a Force Majeure Event, (i) shall fail to obtain the permits or approvals necessary to undertake the Development Work, or (ii) shall fail to caused to be prepared any plans necessary to undertake the Development Work or (iii) shall fail to timely cure a Defect which Buyer is required to cure pursuant to Section 5 or (iv) shall cease construction of the Development Work for more than thirty (30) consecutive days, or (v) shall fail to pay contractors after the funding to Buyer of a draw under the Security, then Buyer shall be in default under this Agreement (a "Construction Default"). Upon the occurrence of a Construction Default, Seller shall provide Buyer with written notice of such Construction Default and Buyer shall have ten (10) days following receipt of such notice or such longer period as is necessary to cure such Construction Default if Buyer shall commence to cure such Construction Default within said ten (10) day period and shall diligently pursue the cure of such Construction Default, provided, however, in no event shall the cure period be in excess of sixty (60) days in the aggregate. In the event Buyer fails to cure such Construction Default within said period, then, Seller, at its option, may undertake to complete the monthly payment is not made within ninety Development Work (90the "Self-Help Right"). In the event Seller shall exercise the Self-Help Right, Seller shall be entitled, in accordance with the Escrow Agreement, to have the costs of the Social Club Work and the Entry Work paid from the Security and in accordance with the Trust Agreements, to have the costs of the Wetlands Work and Road Work paid from the Trust Accounts. Buyer shall remain liable, notwithstanding the Construction Default, for any cost overruns in connection with Seller's completion of the Development Work. ii) In the event Buyer shall fail to undertake its obligations under Section 6(b) in a timely manner, and such failure continues for thirty (30) days subsequent to receipt by Buyer of written notice of such failure from Seller, then Buyer shall be in default under this Agreement (a "Buyer Conveyance Default"). Upon the monthly due date or in the event insurance or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaultsoccurrence of a Buyer Conveyance Default, seller Seller shall have the right to proceed to protect his or her legal interest using execute any and all available legal meansdocuments and instruments necessary to cure the Buyer Conveyance Default. Pursuant In furtherance of the remedy above, Buyer hereby constitutes and appoints Seller as Buyer's agent and attorney-in-fact to New York State lawexecute such documents and instruments as are needed to cure the Buyer Conveyance Default and Buyer hereby ratifies and confirms all of the acts and doings of Seller as Buyer's agent and attorney-in-fact. Seller's agency and power as attorney-in-fact hereunder are coupled with an interest, seller cannot be revoked by insolvency, incompetency, death or otherwise, and shall not proceed on default be exhausted until all of the conveyances required to be undertaken by Buyer pursuant to Section 6(b) are completed. Notwithstanding the foregoing, the power of attorney granted Seller herein may not be utilized by Seller to in village, town, any way increase the liabilities or city courtreduce the rights of Buyer under this Agreement or any related agreements. Seller Default The exercise of the power of attorney herein granted Seller is in merely to ministerially implement the provisions of Section 6(b). iii) In addition to the foregoing rights and remedies, upon a default if seller does not provide buyer with warranty deed within thirty by Buyer hereunder, which continues for fifteen (3015) days subsequent to the delivery of final paymenta written notice from Seller to Buyer of such default, Seller may exercise any other right or remedy allowed at law or in equity. iv) The remedies set forth in Section 8(a)(i) - (iii) above are the sole and exclusive remedies for a default by Buyer hereunder. If buyer must take legal action The rights and remedies of Seller as set forth herein may be exercised as often as occasion therefor shall arise, it being agreed by Buyer that the exercise or failure to enforce this contract and exercise any of the court decision is made same shall in favor no event be construed as a waiver or release thereof. In the event Seller, as a result of buyerBuyer's default hereunder, seller shall seek to recover damages from Buyer, such damage claim shall be liable for buyer’s attorney fees limited, in all events, to actual damages, exclusive of consequential damages, special damages and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractpunitive damages.

Buyer Default. If Buyer defaults in the observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and, provided the deposit contemplated by Paragraph 18 of the Purchase and Sale Agreement, as amended from time to time, has not been posted by Buyer, to receive liquidated damages equal to five percent (5%) of the Purchase Price on or prior to the Closing Date as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the monthly payment is damages to be suffered by Seller upon Buyer's default, that such liquidated damages are intended not made within ninety (90) days as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the monthly due date potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller's actual damages which would be suffered by Seller in the event insurance of default by Buyer. Except with respect to any right, obligation or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance liability which survives Closing or taxes. termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller’s Remedy If buyer defaults, seller shall have the 's right to proceed to protect his or her legal interest using Terminate this Agreement is Seller's sole and exclusive remedy in the event of a default under this Agreement by Buyer, and Seller hereby waives, relinquishes and releases any and all available legal means. Pursuant other rights and remedies (except any that survive Closing or termination pursuant to New York State the express provisions of this Agreement), including, but not limited to: (1) any right to ▇▇▇ Buyer for damages, (2) any right to ▇▇▇ Buyer for specific performance, or (3) any other right or remedy which Seller may otherwise have against Buyer, either at law, seller or equity or otherwise. To the extent that Seller's Related Party is entitled to the deposit in accordance with the Purchase and Sale Agreement, Seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action be able to enforce this contract and the court decision is made in favor of buyer, seller shall be liable receive any damages hereunder for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time Buyer's breach of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractterms hereof.

Buyer Default. (a) This Agreement may be terminated by Seller prior to the Closing if (i) any of the conditions precedent to Seller’s obligations set forth in Section 5.1 have not been satisfied or waived by Seller on or prior to the Closing Date or (ii) there is a material breach or default by Buyer in the performance of any of its obligations under this Agreement which breach continues beyond the earlier of (x) the Closing Date and (y) ten days after Buyer’s receipt of notice of such default. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), 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 (i) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (ii) as set forth in Section 13.1(c). In addition, unless Section 13.1(c) applies, Escrow Agent shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer. (c) In the event Seller terminates this Agreement, as a result of a material breach or default by Buyer in any of its obligations under this Agreement, the Escrow Agent shall immediately disburse the ▇▇▇▇▇▇▇ Money to Seller as liquidated damages and as Seller’s sole and exclusive remedy therefor, and upon such disbursement Seller and Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. Buyer and Seller hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Seller as a result of such default by Buyer, and agree that the ▇▇▇▇▇▇▇ Money is a reasonable approximation thereof and a reasonable liquidated damage to Seller upon such default by Buyer. Accordingly, in the event the monthly payment is not made within ninety (90) days of the monthly due date or that Buyer breaches this Agreement by materially defaulting in the event insurance or taxes are not performance of any of its obligations under this Agreement, the ▇▇▇▇▇▇▇ Money, shall constitute and be deemed to be the agreed and liquidated damages of Seller, and shall be paid within ninety (90) days after notice by the Escrow Agent to buyer to pay the insurance or taxes. Seller as Seller’s Remedy If buyer defaults, seller shall have the right to proceed to protect his or her legal interest using any sole and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractexclusive remedy hereunder.

Buyer Default. (a) This Agreement may be terminated by the Sellers upon notice to Buyer (a “Seller Termination Notice”) if (i) there is in a material breach or default by Buyer in the event performance of its obligation to consummate the monthly payment is purchase the Assets in accordance with the terms and conditions of this Agreement or (ii) the Buyer breaches its Assumption/Defeasance Obligations in any material respect and such breach described in this clause (ii) has not made within ninety (90) days of the monthly due date or in the event insurance or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaults, seller shall have the right to proceed to protect his or her legal interest using any and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, town, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed been cured within thirty (30) days of final payment. If buyer must take legal action written notice thereof from the Sellers (provided that if such thirty (30) day period would extend beyond the Closing Date, at its option, the Buyer may extend such Closing Date for the period required to enforce this contract and effect such cure, but not beyond the court decision earlier of (x) the date which is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of after the receipt of Sellers’ written notice, and (y) the final payment Outside Closing Date); provided, however, that the right to terminate this Agreement pursuant to this contract. The deed Section 13.1(a) shall not be available to the Sellers if any Seller has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the occurrence of such material breach by the Buyer of its obligations under this Agreement; and provided, further, any termination by Seller under Section 13.1(a)(ii) shall not be effective if within five (5) days of receipt of such Seller Termination Notice, Buyer agrees in writing that it shall be deemed to have made a Failed Loan Defeasance Election with respect to each Assumed Loan (i) for which a Loan Assumption Consent has not already been obtained, and (ii) with respect to which the usual warranty deed Buyer had not previously made a Failed Loan Defeasance Election. (b) In the event this Agreement is terminated by the Sellers pursuant to Section 13.1(a), the Escrow Agent shall immediately disburse the Cash Deposit then held by the Escrow Agent to the Sellers, and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest upon payment of the premisesCash Deposit to Sellers, free of all liens the Sellers and encumbrancesthe Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both partiesTHE BUYER AND THE SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY THE SELLERS AS A RESULT OF A DEFAULT BY THE BUYER, AND AGREE THAT THE CASH DEPOSIT IS A REASONABLE APPROXIMATION THEREOF. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contractACCORDINGLY, THE CASH DEPOSIT SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF THE SELLERS, AND SHALL BE PAID BY THE ESCROW AGENT TO THE SELLERS AS THE SELLERS’ SOLE AND EXCLUSIVE REMEDY HEREUNDER. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractTHE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN NO EVENT SHALL SELLERS HAVE THE RIGHT OF SPECIFIC PERFORMANCE FOR ANY BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT.

Buyer Default. Notwithstanding anything to the contrary contained in this Agreement, if (a) Buyer has not terminated this Agreement prior to the expiration of the Contingency Period; (b) the sale of the Property to Buyer is in default in the event the monthly payment is not made within ninety consummated due to Buyer's failure to perform any act required of Buyer hereunder, and (90c) days all of the monthly due date conditions precedent to Buyer's obligation to close have been satisfied or in waived by Buyer, then Seller shall execute and deliver to Buyer written notice of such breach, which notice shall set forth complete information about the event insurance or taxes are not paid within ninety (90) days after notice to buyer to pay nature of the insurance or taxesbreach. Seller’s Remedy If buyer defaults, seller Buyer shall have a period of three (3) business days to cure such breach. If such breach remains uncured beyond the right to proceed to protect his three (3) business day period described above, then, as Seller's sole and exclusive remedy, in lieu of all other legal or her legal interest using any and all available legal means. Pursuant to New York State lawequitable remedies, seller Seller shall not proceed on default in village, town, or city court. be obligated to sell and convey the Property to Buyer and Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees entitled to retain the Earn▇▇▇ ▇▇▇ey Deposit and court costsinterest earned thereon (net of investment charges) as Seller's liquidated damages. Transfer of Deed Seller agrees to completeTHE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, sign and hold in escrow in his/her attorney’s officeAND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, a Warranty Deed conveying a good and marketable title to the premises described in this contractTHE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contractPROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT AFFECT SELLER'S RIGHTS AND BUYER'S INDEMNITY OBLIGATIONS UNDER SECTION 5.2 OR SECTION 12.2 OF THIS AGREEMENT OR SELLER'S RIGHTS UNDER SECTION 16.8 OF THIS AGREEMENT. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584)THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, Natural Person Mortgagee Affidavit of ExemptionBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. EACH PARTY HEREBY AGREES TO WAIVE ANY AND ALL RIGHTS WHATSOEVER TO CONTEST THE VALIDITY OF THE LIQUIDATED DAMAGE PROVISIONS FOR ANY REASON WHATSOEVER, All Inclusive AffidavitINCLUDING, Real Property Transfer Report (RP-5217)BUT NOT LIMITED TO, Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractTHAT SUCH PROVISION WAS UNREASONABLE UNDER CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE.

Buyer Default. If Buyer defaults in the observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive (x) if such termination election is made on or prior to the Closing Deadline, liquidated damages equal to five percent (5%) of the Purchase Price with respect to the allocated value of all Hotels (taking into account any reduction to such Purchase Price in accordance with Paragraph 9.1 or otherwise provided for herein); or (y) if such election is made at any time after the initial Closing, five percent (5%) of the Purchase Price allocated to the Austin, TX InterContinental Hotel, as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the monthly payment damages to be suffered by Seller upon Buyer's default, that such liquidated damages is intended not made within ninety (90) days as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the monthly due date potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller's actual damages which would be suffered by Seller in the event insurance of default by Buyer. Except with respect to any right, obligation or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance liability which survives Closing or taxes. termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller’s Remedy If buyer defaults, seller shall have the 's right to proceed to protect his or her legal interest using Terminate this Agreement and receive full liquidated damages, are Seller's sole and exclusive remedies in the event of default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all available legal means. Pursuant other rights and remedies (except any that survive Closing or termination pursuant to New York State the express provisions of this Agreement), including, but not limited to: (1) any right to sue Buyer for damages or to prove that Seller's actual damages exceed ▇▇e amount of liquidated damages set forth above which is hereby provided Seller as full liquidated damages, (2) any right to sue Buyer for specific performance, or (3) any other right or remedy ▇▇▇ch Seller may otherwise have against Buyer, either at law, seller shall not proceed on default or equity or otherwise. Notwithstanding anything contained herein to the contrary, if Buyer has made the Deposit hereunder and Seller Terminates this Agreement in villageaccordance with clause (x) of the first sentence hereof, town, or city court. then Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees able to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time receive as its sole remedy payment of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so Deposit as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at or before the signing of this contract. Seller further agrees to carry out a ten-year real property tax search and to provide the results of this search to the buyer at or before the signing of this contractfull liquidated damages.

Buyer Default. Buyer is in default Time shall be of the essence of this Agreement and in the event Buyer fails to comply timely with any of Buyer’s funding obligations under this Agreement relating to the monthly payment is not made within ninety (90) days of Second Extension Payment, the monthly due date Estimated Additional Cost Deposits or in the event insurance Extension Consideration fails to provide the Undertaking on or taxes are not paid within ninety (90) days after notice to buyer to pay the insurance or taxes. Seller’s Remedy If buyer defaultsbefore August 12, seller shall have the right to proceed to protect his or her legal interest using any and all available legal means. Pursuant to New York State law, seller shall not proceed on default in village, town2013, or city court. Seller Default Seller is in default if seller does not provide buyer with warranty deed within thirty (30) days of final payment. If buyer must take legal action this transaction fails to enforce this contract and the court decision is made in favor of buyer, seller shall be liable for buyer’s attorney fees and court costs. Transfer of Deed Seller agrees to complete, sign and hold in escrow in his/her attorney’s office, a Warranty Deed conveying a good and marketable title to the premises described in this contract, except for encumbrances that may be caused by the acts or omissions of buyer after the parties sign this contract. Seller agrees to complete and sign the following documents at the time of the signing of this contract: Combined Real Estate Transfer Tax Return and Credit Line Mortgage (TP-584), Natural Person Mortgagee Affidavit of Exemption, All Inclusive Affidavit, Real Property Transfer Report (RP-5217), Certificate of Non-foreign Status, Smoke Alarm Affidavit, Septic System Affidavit, and Water Affidavit. Seller agrees to present these documents to buyer at the time of the signing of this contract. Seller agrees to deliver the Warranty Deed to buyer within thirty (30) days of the receipt of the final payment pursuant to this contract. The deed shall be the usual warranty deed and in proper statutory short form for recording. It shall be duly executed and acknowledged by seller at seller’s expense, so as to convey to buyer the fee simple interest of the premises, free of all liens and encumbrances. An escrow agreement naming the agent and assigning custody of the signed documents will be signed by both parties. Seller agrees to obtain at seller’s expense an abstract of title covering forty (40) years showing clear and marketable title and to provide this abstract of title to buyer at close on or before the signing Closing Date due to the default of Buyer hereunder, Owner’s and Lender’s sole and exclusive remedy shall be to terminate this Agreement by written notice of termination given to Buyer, MFG and HMF, in which event the Deposit shall be forfeited by Buyer and the amount equal thereto paid to Lender in accordance with this Section 16.2. In addition to the Deposit forfeiture, Lender shall also be entitled to retain or be paid, as applicable, the Extension Payment as liquidated damages for Buyer’s default. Accordingly, following such default by Buyer (1) MFG shall deliver to Lender all or a portion of the Extension ▇▇▇▇▇▇▇ Money and any other sums held in escrow by MFG, if any, not to exceed Seller’s Default Compensation (less any portion of the Extension Payment held and retained by Lender pursuant to the preceding sentence), and (2) HMF shall utilize the original stamped copy of this contract. Seller further agrees Agreement duly marked “canceled” together with the Original Transfer Tax Receipt to carry out a ten-year real property tax search invoke the Unwind Procedure and, upon recovery of the Stamp Duty and Tax Refund, (i) Lender shall be paid an amount equal to provide Seller’s Default Compensation less the results amount of any portion of the Extension Payment held and retained by Lender pursuant to the preceding sentence and amounts paid to Lender under clause (1) of this search Section 16.2, (ii) the balance of the Stamp Duty and Tax Refund not required to be paid to Lender as aforesaid shall be paid to Buyer, and (iii) no Party shall thereafter have any liability hereunder to any other Party (except as expressly stated otherwise in this Agreement). Lender’s right to receive the buyer at or before Extension Payment contemplated by this Section 16.2 as liquidated damages is not intended to be a penalty, but rather has been agreed upon by the signing Parties, taking into account the forfeiture of this contractthe Deposit, because actual damages that will be sustained by Lender and/or Owner as a result of such default by Buyer would be extremely difficult to determine.”