Common use of Buyer’s Default Clause in Contracts

Buyer’s Default. 8.1 Should the Allocated Purchase Price for a Vessel not be paid in accordance with this Agreement and the terms and conditions of the MOA, the Sellers have the right to either: 8.1.1 terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that Vessel, and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyers. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their losses.

Buyer’s Default. 8.1 Should the Allocated Purchase Price for a Vessel not be paid in accordance with this Agreement and the terms and conditions of the MOA, the Sellers have the right to either: 8.1.1 terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in the escrow joint account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses Losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses direct Losses in relation to that Vessel up to a maximum amount of (i) the Allocated Purchase Price less (ii) the Allocated Deposit in relation to that Vessel, provided however, in such case, any further claim by the Sellers may not be made or enforced against the remaining Escrow Funds but such agreement by the Sellers shall be without prejudice to all other rights and remedies of the Sellers against the Buyers under this Agreement or any of the MOAs; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that Vessel, and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyers. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2)7, the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses Losses exceed any amount received in this way, the Sellers shall be entitled to claim (further) compensation for their lossesdirect Losses, however, up to a maximum amount of the amount of the Purchase Price not then received by the Sellers (after deduction of the Escrow Funds (if any) released to the Sellers in accordance with this Clause 8.2). 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled (i) to the USD 10,000,000 paid to the Sellers in accordance with the Letter Agreement (which shall be forfeited to the Sellers) and (ii) to claim an amount equal to the Deposit less USD 10,000,000. If the Sellers’ Losses exceed any amount received in this way, the Sellers shall be entitled to claim (further) compensation for their lossesdirect Losses, however, up to a maximum amount no greater than (i) the amount of the Purchase Price less (ii) the Deposit.

Buyer’s Default. 8.1 Should (a) This Agreement may be terminated by Seller prior to the Allocated Purchase Price for a Vessel not be paid in accordance with this Agreement and the terms and conditions Closing if (i) any of the MOA, the Sellers have the right conditions precedent to either: 8.1.1 terminate the MOA for the Vessel, Seller’s obligations set forth in which case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which Section 5.1 have not been deliveredsatisfied 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 its obligations under this Agreement of which case Seller has provided Buyer written notice of and Buyer has failed to cure within ten (10) days of such notice (but in all events such material breach or default is not cured prior to the aggregate Closing Date, if earlier). (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 Allocated Deposit in relation to that Vessel, termination of this Agreement and (ii) 30% as set forth in Section 13.1(c). (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 balance of all of Escrow Agent shall immediately disburse the remaining Escrow Funds after deduction Xxxxxxx Money to Seller, 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 Allocated Deposit together with interest earneddefault by Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, in the event that Buyer breaches this Agreement by materially defaulting in the performance of any of its obligations under this Agreement, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of Seller, and shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of paid by the Escrow Funds together with any interest accrued thereon Agent to Seller as Seller’s sole and exclusive remedy hereunder; provided, however, that the foregoing shall be immediately returned not limit Buyer’s obligation to the Buyers. 8.2 Should the Sellers terminate this Agreement under pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their lossesSection 13.1. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their losses.

Buyer’s Default. 8.1 Should (a) This Agreement may be terminated by Sellers prior to the Allocated Purchase Price for a Vessel not be paid in accordance with this Agreement and the terms and conditions Closing if (i) any of the MOA, the Sellers have the right conditions precedent to either: 8.1.1 terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed the amount received obligations set forth in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which Section 5.1 have not been deliveredsatisfied or waived by Sellers on or prior to the Closing Date or (ii) there is a material breach or default by Buyer in which case the aggregate 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 no 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 Allocated Deposit in relation to that Vessel, termination of this Agreement and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers as set forth in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the BuyersSection 13.1(c). 8.2 Should (c) In the event Sellers terminate this Agreement as a result of a material breach or default by Buyer in any of its obligations under this Agreement of which Sellers have provided Buyer written notice of and Buyer has failed to cure within five (5) Business Days of such notice (but in all events such material breach or default is not cured prior to the Closing Date, if earlier), the Escrow Agent shall immediately disburse the Exxxxxx Money to Sellers, and upon such disbursement Sellers and Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. Buyer and Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Sellers as a result of such default by Buyer, and agree that the Exxxxxx Money is a reasonable approximation thereof. Accordingly, in the event that Buyer breaches this Agreement by materially defaulting in the performance of any of its obligations under this Agreement, the Exxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of Sellers, and shall be paid by the Escrow Agent to Sellers as Sellers’ sole and exclusive remedy hereunder; provided, however, that the foregoing shall not limit Buyer’s obligation to pay to Sellers all attorney’s fees and costs of Sellers to enforce the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their lossesSection 13.1. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their losses.

Buyer’s Default. 8.1 Should 20.1 If the Allocated Purchase Price for a Vessel not be paid in accordance with this Agreement and the terms and conditions Buyer fails to pay any part of the MOA, the Sellers have the right purchase price or otherwise fails to either: 8.1.1 terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together comply with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that Vessel, and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyers. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this AgreementContract, or if the Buyer repudiates this Contract, then the Seller, in addition to any other rights or remedies it may have under this Contract or otherwise at law or in equity, may: (a) affirm this Contract and sue the Buyer for: (i) damages for breach of this Contract; and/or (ii) specific performance of this Contract; or (b) subject to clause 18, and if the notice given pursuant to clause 18.1 states that unless the relevant default is remedied within the time specified in the notice, this Contract will or may be terminated, the Seller may terminate this Contract and forfeit the deposit (except so much as exceeds 10% of the purchase price) and: (i) sue the Buyer for damages for breach; and/or (ii) without further notice to the Buyer, resell the property. 20.2 If the property is resold, the Seller may recover from the Buyer as liquidated damages: (a) any deficiency in price upon the resale; (b) its expenses connected with this Contract, any repossession, any unsuccessful attempt to resell the property, and the resale, so long as the resale is completed within 12 months of termination of this Contract, and any profit upon a resale will belong to the Seller. 20.3 The Seller may retain any money paid by the Buyer on account of the purchase (other than the deposit money forfeited under this clause) as security for any deficiency arising on a resale, or for any damages or compensation for the Buyer’s default, so long as the proceedings for the recovery of such damages or compensation are commenced within 12 months of the termination of this Contract. The Seller may deduct any liquidated damages awarded from the money retained, but upon the expiration of 12 months from the date of termination (unless proceedings have been commenced), the Sellers shall be entitled Seller must account to claim compensation the Buyer for their lossesany balance.

Buyer’s Default. 8.1 Should A) The parties agree that the Allocated Buyers shall be in default of performance of their obligations under this Agreement in the following cases: 1) If the Buyers fail to lodge the Deposit or pay the Purchase Price for a Vessel not be paid in accordance with the Clauses 2 and 3 hereof when due and Buyers fail to remedy same within 3 (three) banking days after receipt by the Buyers of a default notice from the Sellers; or 2) If the Buyers shall commit any material breach of this Agreement and shall fail to remedy same within 5 (five) banking days of receipt by the terms and conditions Buyers of an enforcement notice from the Sellers by fax; or 3) If the Buyers fail or delay, without legal justification under this Agreement, to take delivery of the MOAVessel after the receipt by the Buyers of the Notice of Readiness in accordance with Clause 5 above; or 4) If a petition is presented or an order or an effective resolution is passed for the winding up of the Buyers or the performance guarantor of the Buyers or if a receiver or a preliminary receiver or an administrative receiver (or equivalent) is appointed over the whole or any substantial part of the undertaking or property of the Buyers or the performance guarantor of the Buyers or if the Buyers or the performance guarantor of the Buyers become insolvent or suspend payment generally of their debts or cease to carry on their business or make any special arrangements, voluntary arrangements or composition with their creditors or any proceedings are commenced relating to the whole or a substantial portion of the property of the Buyers or the performance guarantor of the Buyers under any re-organisation, arrangement or readjustment of debt, dissolution, winding-up, adjustement, composition bankruptcy or liquidation law or statute of any jurisdiction whether now or hereafter in effect; or 5) If any of the Buyer’s representations and/or warranties under Clause 20 are untrue or incorrect or inaccurate in a material respect; or B) If the Buyers or the performance guarantor of the Buyers, as the case maybe, are in default as defined under Clause 13 (A) above, the Sellers shall have the right to either: 8.1.1 terminate cancel this Agreement by giving notice in writing to the MOA for the Vessel, in which Buyers. In such a case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned 2 hereabove shall be forfeited and immediately released forfeited, including the interests thereon, to the Sellers. If This shall be the Sellers’ losses exceed the amount received in this way, sole remedy and the Sellers shall be entitled to have no claim further compensation from against the Buyers for their losses any further loss or damage howsoever caused. C) If the Buyers are in relation default as to that Vessel; or 8.1.2 terminate this Agreement (which for delaying the avoidance of doubt include all payment of the MOAs relating to Vessels which have not been delivered) in which case amount of the aggregate of (i) the Allocated Deposit in relation to that Vesselas per Clause 2 hereabove, and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released Purchase Price as per Clause 3 or any other payment owed to the Sellers in full and final settlement of any claims as per this Agreement, the Buyers shall be liable to pay interest at 1.60% over 3 months USD LIBOR per annum on the unpaid amount from the day from which same became due to the Sellers might otherwise have against until the Buyers under this Agreement and/or any date of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyersactual payment thereof. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their losses.

Buyer’s Default. 8.1 Should the Allocated Purchase Price for a Vessel not be paid in accordance with this Agreement and the terms and conditions of the MOA, the Sellers have the right (a) If Buyer defaults hereunder at or prior to either: 8.1.1 terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released settlement by failing to the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that Vessel, and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers in full and final complete settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyers. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement)Agreement or in any other respect, then on the date specified for settlement (or sooner in the event of an anticipatory breach) the Deposit, and all interest accrued thereon, shall be paid to Seller by the Escrowee (and Buyer hereby agrees to direct the Escrowee to make such payment) and the Deposit, and all interest accrued thereon, shall be retained by Seller either as liquidated damages or on account of the Purchase Price, as Seller may elect. If Seller shall elect to retain the Deposit, and all interest accrued thereon, as liquidated damages, the Sellers retention of the Deposit and all interest accrued thereon shall be entitled Seller's only remedy in the event of Buyer's default at or prior to claim compensation settlement, and Seller in such event hereby waives any right, unless settlement is completed, to recover the balance of the Purchase Price. If Seller shall retain the Deposit, and all interest accrued thereon as liquidated damages, this Agreement shall be and become null and void and all copies will be surrendered to Seller for their lossescancellation. Nothing in this Paragraph shall limit Seller's rights against Buyer and Buyer's liability to Seller by reason of a default by Buyer under this Agreement which survive settlement, and of its obligations under the Assumption Agreement and its obligation under Paragraph 21 below. (b) The term "Permitted Event" shall mean the occurrence of the following at the date of settlement: Buyer shall be ready, willing and able to complete settlement in accordance with the Agreement; Buyer, or its authorized representative, shall have appeared at the place designated for settlement and shall have tendered the Purchase Price; and Seller, notwithstanding the foregoing, shall have failed to complete settlement in accordance with the Agreement or is otherwise in default under this Agreement. Except upon the occurrence of the Permitted Event, Buyer agrees that Buyer shall not (and hereby waives any right to) ever file or assert any lis pendens against the Premise nor commence or maintain an action against Seller for specific performance under this Agreement nor for a declaratory judgement as to Buyer's rights under this Agreement. Except as expressly provided above, nothing herein shall be deemed to limit or impair any of Buyer's rights and remedies at law, in equity or by statute.

Buyer’s Default. 8.1 Should the Allocated Purchase Price for a Vessel not (a) This Agreement may be paid in accordance with this Agreement and the terms and conditions terminated by Seller prior to Closing if (i) any of the MOA, the Sellers have the right conditions precedent to either: 8.1.1 terminate the MOA for the Vessel, Seller’s obligations set forth in which case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which Section 5.1 have not been deliveredsatisfied or waived by Seller on or prior to the Closing Date or (ii) there is a material breach or default by Buyer in which case the aggregate performance of any of its obligations under this Agreement. (b) In the event this Agreement is terminated pursuant to subsection 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 Allocated Deposit in relation to that Vessel, termination of this Agreement and (ii) 30% as set forth in subsection 13.1(c). (c) In the event Seller terminates this Agreement, as a result of a breach or default by Buyer in any of its obligations under this Agreement, the balance Escrow Agent shall immediately disburse the Xxxxxxx Money to Seller, 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 all a default by Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earnedSeller, and shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of paid by the Escrow Funds together with any interest accrued thereon Agent to Seller as Seller’s sole and exclusive remedy hereunder; provided, however, the foregoing shall be immediately returned not limit Buyer’s obligation to the Buyers. 8.2 Should the Sellers terminate this Agreement under pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of Clause 7 (other than Clause 7.2), the full amount this Section 13.1. The payment of the Escrow Funds (if any) together with interest earned shall Xxxxxxx Money as liquidated damages is not intended to be forfeited and immediately released a forfeiture or penalty, but is intended to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled constitute liquidated damages to claim compensation for their lossesSeller. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their losses.

Buyer’s Default. 8.1 Should After the Allocated Purchase Price for expiration of the Investigation Period, if the Closing does not occur as a Vessel not result of Buyer’s default hereunder, including Buyer’s failure to timely deliver the Additional Deposit, Seller’s sole and exclusive remedy shall be to terminate this Agreement by giving written notice thereof to Buyer, whereupon the Deposit shall be paid in accordance with to Seller as liquidated damages, as Seller’s sole and exclusive remedy on account of such default hereunder by Buyer; provided, however, that this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to Section 15.1 below, nor waive or affect any provisions of this Agreement which expressly state that they shall survive the termination of this Agreement, and neither party shall have any further liability or obligation to the terms other hereunder, except for provisions of this Agreement which expressly state that they shall survive the termination of this Agreement; provided, further, that if such default by Buyer occurs prior to the Closing Date, and conditions if such default is of a nature such that it can be cured on or before the MOAClosing Date, Seller shall give Buyer written notice of such default prior to exercising its right to terminate this Agreement pursuant to this subparagraph (a), and Seller may not exercise such termination right unless Buyer fails to cure such default on or before the Closing Date. The parties acknowledge and agree that Seller’s actual damages in the event of Buyer’s default would be extremely difficult or impracticable to determine. After negotiation, the Sellers parties have agreed that, considering all the right to either: 8.1.1 terminate circumstances existing on the MOA for date of this Agreement, the Vessel, in which case the full amount of the Allocated Deposit remaining is a reasonable estimate of the damages that Seller would incur in such event. The payment of the escrow account (Deposit to Seller as per Clause 4.3) together with interest earned shall be forfeited liquidated damages under the circumstances provided for herein is not intended as a forfeiture or penalty within the meaning of Sections 3275 or 3369 of the California Civil Code, but is intended to constitute liquidated damages to Seller pursuant to Sections 1671, 1676 and immediately released to 1677 of the SellersCalifornia Civil Code. If By placing their initials below, each party specifically confirms the Sellers’ losses exceed accuracy of the statements made above, the reasonableness of the amount received in of liquidated damages agreed upon, and the fact that each party was represented by counsel who explained, at the time this wayagreement was made, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that Vessel, and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyers. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms consequences of this Agreement), the Sellers shall be entitled to claim compensation for their lossesliquidated damages provision.

Buyer’s Default. 8.1 Should the Allocated Purchase Price for a Vessel not (a) Buyer shall be paid in accordance default should Buyer fail to comply with this Agreement and any of the terms and conditions hereof. Any failure of performance by Buyer, caused by the act, omission or failure of performance of Seller, which would excuse Buyer’s performance under the Contract, will not constitute a default of this Agreement. (b) Upon Buyer’s default, Seller may give Buyer written notice of the MOA, the Sellers have the right to either: 8.1.1 terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellersdefault. If the Sellers’ losses exceed the amount received in this waydefault is not corrected by Buyer within (“72” if blank) hours of receipt of written notice of default from Seller, the Sellers Term of this Agreement shall terminate and Buyer shall vacate the Property within (“144” if blank) hours of receipt of the written notice of default from Buyer. (c) Regardless of whether Seller gives written notice of default under this Section, Seller may, upon Buyer’s default, proceed with summary eviction proceedings governed by the provisions of RPAPL Article 7, including but not limited to §713 relating to "grounds where no landlord-tenant relationship exists." Buyer specifically authorizes delivery of a copy of the Notice of Petition and Petition pursuant to RPAPL §§713 and 735 and acknowledges and agrees that such delivery shall be entitled deemed good and sufficient service upon Buyer. (d) If Buyer fails to claim further compensation from vacate the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for Property on or before the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of Termination Date, (i) Buyer shall pay Seller two hundred percent (200%) of the Allocated Deposit in relation per diem PCOF pursuant to that VesselSection 3 above (the “Holdover PCOF”) for each day, or part of each day, until Buyer vacates the Property; and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earnedSeller may retain, shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance Seller’s sole discretion, all, or part, of the Escrow Funds together with any interest accrued thereon Deposit. The Holdover PCOF shall be immediately returned deemed the fair value of the use and occupancy of the Property by Buyer. Should Seller institute any action or proceeding to recover possession of the Buyers. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 Property, any PCOF or Holdover PCOF, or damages resulting from Buyer’s possession, Buyer shall pay Seller’s expenses (other than Clause 7.2)including, without limitation, reasonable attorneys’ fees, disbursements, court costs, the full amount costs of the Escrow Funds (if any) together with interest earned shall be forfeited appellate proceedings, and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their lossesother reasonable costs of litigation). 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their losses.

Buyer’s Default. 8.1 Should the Allocated Purchase Price for The parties acknowledge that if a Vessel not be paid in accordance with Buyer defaults under this Agreement it would be impossible to compute exactly Sellers’ damages. Buyers and the terms and conditions of the MOA, the Sellers have taken these facts into account in setting the right to either: 8.1.1 terminate the MOA for the Vessel, in which case the full amount of the Allocated Deposit remaining in and agree that the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to Deposit is the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that Vessel, and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction best estimate of such Allocated Deposit together with interest earned, shall be forfeited damages and immediately released such sum represents damages and not any penalty against Buyers. Subject to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the Buyers. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the parties therefore acknowledge that if (i) Buyers shall default in the payment of the Net Purchase Price on the Closing Date, (ii) Buyers shall default in the payment of the Deposit, at the times and as required by the terms of this Agreement, (iii) Buyers shall fail to deliver the Buyer Closing Documents on the Closing Date, and/or (iv) as of the Closing Date, any of Buyers’ representations and warranties set forth in Section 9(b) herein is not correct in any material respect and, after written notice to Buyers in connection therewith, Buyers shall have failed to make any such representation or warranty correct in all material respects within a reasonable (taking into account the nature of such representation) period of time after receipt of such notice, then, in any such case, Sellers may elect to (i) terminate this Agreement, and thereupon the Deposit, with all interest accrued thereon, shall be immediately paid to Sellers as liquidated damages, and this shall be Sellers’ sole and exclusive remedy for such Buyer’s breach hereunder either at law or in equity, or (ii) waive the default by such Buyer and close the transaction contemplated hereby, in which event Sellers shall be entitled deemed to claim compensation for their losseshave waived any right of action against Buyers arising from such non-performance.

Buyer’s Default. 8.1 Should If (i) at or prior to the Allocated Purchase Price for a Vessel not be paid in accordance with Closing Date, Buyer refuses or fails to consummate the purchase of any Property pursuant to this Agreement and for any reason other than termination hereof pursuant to the terms hereof or a default by the related Seller with respect to the Property owned by it, or (ii) any representation or warranty made by or on behalf of Buyer herein shall have been materially incorrect when made and conditions shall remain as of the MOAsuch Closing Date incorrect in any material respect, the or (iii) Buyer shall otherwise fail in any material respect to perform any of its obligations as and when required hereunder, then Sellers as their sole and exclusive remedy, shall have the right to either: 8.1.1 terminate the MOA for the Vesselthis Agreement by giving Buyer and Escrowee written notice thereof, in which case the full amount of the Allocated Deposit remaining in the escrow account event neither Sellers nor Buyer shall have any further rights, duties or obligations hereunder (as per Clause 4.3) together with interest earned shall be forfeited and immediately released except to the Sellers. If extent this Agreement specifically provides for the Sellers’ losses exceed the amount received in this way, the survival of certain obligations of Buyer) and Sellers shall be entitled to claim further compensation receive, as liquidated damages (Sellers and Buyer hereby acknowledging that the amount of damages resulting from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate any such breach of this Agreement (which for the avoidance of doubt include all of the MOAs relating by Buyer would be difficult or impossible to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that Vesselaccurately ascertain), and (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited and immediately released to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together Deposit, and Escrowee shall immediately deliver to Sellers the remaining balance of the Deposit. Notwithstanding the foregoing, (x) in the event of any default by Buyer under this Agreement due to a breach after the closing contemplated hereby with respect to a particular Property, or of any interest accrued thereon covenant or indemnity which survives closing or any termination (partial or otherwise) hereof, the related Seller shall be immediately returned have any and all rights and remedies available at law or in equity by reason of such default or (y) if any Seller shall discover after closing with respect to the Buyers. 8.2 Should Property owned by it that any warranty or representation made by Buyer herein or in connection with the Sellers terminate this Agreement under transactions contemplated herein was materially incorrect or breached when made, the provisions of Clause 7 Paragraph 15(b) shall apply with respect thereto. If Buyer terminates (other than Clause 7.2partially or otherwise) this Agreement pursuant to a right granted to Buyer hereunder to do so, then neither Sellers nor Buyer shall have any further rights, duties or obligations hereunder (in the case of a partial termination, then only as to the Property in question), except to the full amount extent this Agreement specifically provides for the survival of certain obligations of Buyer, and the Escrow Funds (if any) Deposit or the Termination Return Portion, as applicable, together with all accrued interest earned thereon, shall be forfeited and immediately released returned to the SellersBuyer. If the Sellers’ losses exceed Neither Buyer's nor any amount received in this way, the Sellers related Seller's attendance or appearance at closing shall be entitled deemed to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under nullify or void the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their lossesParagraph.

Buyer’s Default. 8.1 Should (A) If Seller complies with all of its obligations under this Agreement, and any time after the Allocated Purchase Price for a Vessel not be paid Deposit has become non-refundable in accordance with Section 2.4 hereof, Buyer defaults in its obligation to complete Closing hereunder, then Seller shall have the right at Closing to terminate this Agreement and to be paid the terms and conditions Deposit as liquidated damages for such breach. The parties have agreed that Seller’s actual damages, in the event of the MOAa failure to consummate this sale due to Buyer’s default, would be extremely difficult or impossible to determine. After negotiation, the Sellers parties have agreed that, considering all the right to either: 8.1.1 terminate circumstances existing on the MOA for date of this Agreement, the Vessel, in which case the full amount of the Allocated Deposit remaining is a reasonable estimate of the damages that Seller would incur in the escrow account (as per Clause 4.3) together with interest earned such event. Upon such termination, Seller and Buyer shall be forfeited released from all further liability and immediately released obligations hereunder, it being understood that Seller’s right to the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement and to be paid the Deposit shall be the sole remedy available to Seller in the event of any default by Buyer hereunder, Seller hereby waiving all other rights and remedies. (which for B) If this Agreement is terminated by Seller pursuant to the avoidance foregoing provisions of doubt include all Section 13.1, then any Reallocated Deposit under a terminated Other Agreement that shall have been applied to the Deposit hereunder pursuant to Section 2.4(E) of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of such Other Agreement (i) shall be refunded to Buyer if the Allocated Deposit aggregate Purchase Prices under and as defined in relation to that Vesselall Other Agreements under which Closing (as defined thereunder) shall have occurred, and equals or exceeds the Threshold Aggregate Purchase Price, or (ii) 30% of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earned, shall be forfeited paid to Seller if the aggregate Purchase Price under and immediately released to as defined in all Other Agreements under which Closing (as defined thereunder) shall have occurred is less than the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned to the BuyersThreshold Aggregate Purchase Price. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance with the terms of this Agreement), the Sellers shall be entitled to claim compensation for their losses.

Buyer’s Default. 8.1 Should the Allocated Purchase Price for a Vessel not be paid in accordance with If Buyer fails to honor any of Buyer's promises or to perform any of Buyer's obligations under this Agreement (including making scheduled deposits and other payments), Buyer will be in "default." In the event of a default or breach of this Agreement by Buyer, the Seller will give the Buyer written notice of such default or breach and the terms and conditions opportunity to remedy such default or breach within twenty (20) days after the date of the MOA, the Sellers have the right to either: 8.1.1 terminate the MOA for the Vessel, in which case the full amount Buyer’s receipt of the Allocated Deposit remaining in the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellerssuch notice. If the Sellers’ losses exceed the amount received Buyer is still in this waydefault twenty (20) days after Buyer receives such written notice thereof, the Sellers Seller shall be entitled to claim further compensation from the Buyers remedies provided for their losses in relation this subsection 15(a), but subject to that Vessel; or 8.1.2 the limitations set forth herein. Upon Buyer's failure to remedy such default, within such twenty (20) day period, Seller may elect to terminate this Agreement (which for Buyer’s rights and interest to purchase the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of Unit, whereupon Seller, as its sole remedies, may (i) resell the Allocated Deposit Unit for such price, whether higher or lower, as may be acceptable to Seller in relation to that Vesselits sole and absolute discretion, and (ii) 30% proceed against Buyer for all actual damages resulting from such default, but only to the extent hereinafter provided. Buyer understands that Buyer’s default may result in substantial damages to Seller for a number of reasons, including (without limitation) because Seller has (a) taken the Unit off the market for Buyer in reliance upon Buyer performing its obligations under this Agreement, (b) committed to or expended funds, arranged labor and made purchases or commitments for materials, finishes and/or appliances, and (c) spent money on sales, advertising, promotion and construction and other costs and expenses incident to this sale and the development of the balance of all of the remaining Escrow Funds after deduction of such Allocated Deposit together with interest earnedProperty, shall be forfeited in reliance upon Buyer’s agreement to fulfill its covenants and immediately released obligations under this Agreement, including its agreement to allow Seller to utilize Buyer’s deposits and other advance payments, to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers extent permitted under this Agreement and/or any of and under applicable law. In consideration thereof, Buyer agrees that, in the MOAs (relating event Seller terminates Buyer’s rights and interest to Vessels which have not been delivered) and purchase the remaining balance of the Escrow Funds together with any interest accrued thereon shall be immediately returned Unit under this Agreement due to Buyer’s default, subject to the Buyers. 8.2 Should limitations set forth in the Sellers terminate this Agreement under the provisions subsequent paragraph, Seller shall have a claim against Buyer for actual damages incurred by Seller as a result of Clause 7 (other than Clause 7.2)such default, the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers extent that Seller shall be entitled to claim compensation for their losses. 8.3 Should collect and/or retain, as applicable, all deposits and other advance payments paid or required to be paid under this Agreement, including sums which are then being held in escrow, and any and all such sums withdrawn from escrow, up to the Sellers terminate this Agreement under the provisions amount of Clause 7.2 (being actual damages incurred by Seller, as determined in accordance with Florida law, as a result of Buyer’s default. Buyer acknowledges that the Buyers amount of actual damages incurred by Seller as a result of Buyer’s default may not having paid be ascertainable until such time as Seller has been able to resell the Deposit in accordance with the terms Unit, which may not occur until a substantial period of time after any such termination. The following is being made a part of this AgreementAgreement pursuant to 15 U.S.C.A. Section 1703, and supersedes anything to the con- trary herein (all references to the "lot" shall refer to the Unit): “If the purchaser or lessee loses rights and interest in the lot as a result of a default or breach of the contract or agreement which occurs after the purchaser or lessee has paid 15 per centum of the purchase price of the lot, excluding any interest owed under the contract or agreement, the seller or lessor (or successor thereof) shall refund to such purchaser or lessee any amount which remains after subtracting (A) 15 per centum of the purchase price of the lot, excluding any interest owed under the contract or agreement, or the amount of damages incurred by the seller or lessor (or successor thereof) as a result of such breach, whichever is greater, from (B) the amount paid by the purchaser or lessee with respect to the purchase price of the lot, excluding any interest paid under the contract or agreement.” Nothing herein is intended to expand upon Seller’s right to collect damages, as set forth in the preceding paragraph. For purposes of this subsection 15(a), "damages" means actual damages resulting from the Sellers shall be entitled to claim compensation for their lossesdefault, as determined under Florida law.

Buyer’s Default. 8.1 Should the Allocated Purchase Price for a Vessel IF THE CLOSING UNDER THIS AGREEMENT FAILS TO OCCUR BY REASON OF A MATERIAL BREACH BY BUYER UNDER THIS AGREEMENT OR A FAILURE OF A SELLER CONDITION TO CLOSE AS PROVIDED IN SECTION 4.3.2 ABOVE (OTHER THAN A FAILURE OF ANY CONDITION SET FORTH IN SUBSECTIONS 4.3.2(C) OR (D) THAT IS NOT CAUSED BY BUYER) (AND BUYER DOES NOT CURE SUCH MATERIAL DEFAULT, BREACH OR FAILURE OF CONDITION WITHIN FIVE (5) DAYS FOLLOWING NOTICE THEREOF FROM SELLER, EXCEPT NO NOTICE OR 12411789.7 18 12411789 19 12411789 19 12411789 20 12411789 20 not be paid in accordance with this Agreement deemed to be the agent of either of the parties, and the terms and conditions Escrow Holder shall not be liable to either of the MOAparties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Seller and the Sellers have Buyer shall jointly and severally indemnify and hold the right to either: 8.1.1 terminate Escrow Holder harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with the MOA for the Vessel, in which case the full amount performance of the Allocated Deposit remaining in Escrow Holder’s duties hereunder. The Escrow Holder shall not be liable to either of the parties: (i) for levies by taxing authorities based upon the taxpayer identification number used to establish the escrow account (as per Clause 4.3) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed the amount received in this way, the Sellers shall be entitled to claim further compensation from the Buyers for their losses in relation to that Vessel; or 8.1.2 terminate this Agreement (which for the avoidance of doubt include all of the MOAs relating to Vessels which have not been delivered) in which case the aggregate of (i) the Allocated Deposit in relation to that VesselDeposit, and (ii) 30% in the event of failure, insolvency, or inability of the balance of all of depositary bank to pay the remaining Escrow Funds after deduction of Deposit, or accrued interest upon demand for withdrawal. Seller and Buyer agree to execute such Allocated Deposit together with interest earned, shall reasonable additional and supplementary escrow instructions as may be forfeited and immediately released necessary to the Sellers in full and final settlement of any claims which the Sellers might otherwise have against the Buyers under this Agreement and/or any of the MOAs (relating to Vessels which have not been delivered) and the remaining balance of enable the Escrow Funds together with any interest accrued thereon shall be immediately returned Holder to the Buyers. 8.2 Should the Sellers terminate this Agreement under the provisions of Clause 7 (other than Clause 7.2), the full amount of the Escrow Funds (if any) together with interest earned shall be forfeited and immediately released to the Sellers. If the Sellers’ losses exceed any amount received in this way, the Sellers shall be entitled to claim compensation for their losses. 8.3 Should the Sellers terminate this Agreement under the provisions of Clause 7.2 (being a result of the Buyers not having paid the Deposit in accordance comply with the terms of this Agreement); provided, however, that in the event of any conflict between the provisions of this Agreement and any such additional or supplementary escrow instructions, the Sellers terms of this Agreement shall be entitled to claim compensation for their lossescontrol.