Common use of Default by Buyer Clause in Contracts

Default by Buyer. In the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.

Default by Buyer. In the event the Closing and the consummation of the failure or refusal transactions contemplated herein do not occur as provided herein by reason of the Buyer to close this transactionany default of Buyer, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate fix the damages that which Seller may suffer. Therefore, Buyer and Seller and Buyer hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment that Seller would suffer in the event Buyer defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Buyer’s Defaultdefault and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity), shall be ) for any default of Buyer resulting in the right to receive and retain the full amount failure of consummation of the deposit(s)Closing, whereupon this Agreement will terminate, and Seller expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event event, at Seller’s request, Buyer hereby expressly authorizes shall immediately direct the Escrow Agent to deliver same release the ▇▇▇▇▇▇▇ Money to Seller. Payment Buyer will have no further rights or obligations hereunder, except with respect to Seller the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and but is intended to settle all issues and questions about constitute liquidated damages to Seller. Notwithstanding the amount of damages suffered by Seller foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), a breach by Buyer shall pay to Seller of any of the sum of $ , all of which shall serve as agreed and liquidated damages for said breachTermination Surviving Obligations.

Default by Buyer. In the event of the failure or refusal of the If Buyer fails to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices perform its obligations under this Agreement, and upon receiving notice from Seller of Buyer’s uncured defaultmay forfeit this Agreement as provided in Iowa Code (Chapter 656), Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement in which case this Agreement shall terminate be deemed null and be void and Seller's Attorney shall deliver the Down Payment to Seller, or, at Seller's option, upon thirty days' written notice of no further force or effect except as otherwise expressly provided herein. In such eventintention to accelerate the payment of the entire balance due because of Buyer's default (during which thirty days the default is not corrected), Seller may declare the entire balance immediately due and Buyer agree that it would payable. Thereafter, this Agreement may be impractical foreclosed in equity and extremely difficult to estimate the damages that Seller Court may sufferappoint a receiver. ThereforeAdditionally, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event Purchaser fails to make any payment of Buyerthe purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s Defaultdefault. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and Seller’s sole remedy (whether at law or that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in equity)a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended construed as a forfeiture or penalty within the meaning waiver of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachany subsequent default.

Default by Buyer. In the event A. Seller may, by written notice of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject default sent by registered letter to Buyer’s right to cure as set forth in , terminate this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages Contract for said breach in addition to other liquidated damages provided for by this agreement. Upon cause upon the occurrence of any of the following circumstances: 1. if Buyer default that remains uncured for calendar fails to make timely payments as required by Exhibit A and Article 5 herein and does not make any such required payment within five (5) days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller; or, 2. if Buyer fails to perform any other obligation which it is required to perform pursuant to this Contract and Buyer does not act to commence correction of such failure within (30) days after notice of such failure is received from Seller. B. If this Contract is terminated pursuant to this Article, Buyer shall: 1. pay to Seller, the full amounts of anticipated and reasonable profits Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit could have earned had it been permitted to complete this Contract; and, 2. assign to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be all licenses of no further force or effect except as otherwise expressly provided hereinBuyer to use frequency allocations in any country to the fullest extent permitted by law; and, 3. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment return to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law all documentation and is intended technical data previously delivered to settle all issues and questions about the amount of damages suffered Buyer by Seller in the event of Buyer’s DefaultSeller; and, 4. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum portion of $ , the prices for all partially completed milestones based upon actual work performed by Seller towards completion of such milestones; and, 5. pay to Seller all of which shall serve Seller's cost of stopping the work under the Contract including its costs or terminating subcontracts and purchase commitments; and, 6. immediately pay to Seller all payments for milestones completed on or before the date of such default by Buyer as agreed and liquidated damages for said breachprovided by Exhibit A. C. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE TO WHICH SELLER IS ENTITLED IN THE EVENT OF BUYER'S DEFAULT, AND EXCEPT AS PROVIDED ABOVE, BUYER SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR LOST REVENUES.

Default by Buyer. In If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Sections 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money together with the interest accrued thereon shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to (i) Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether shall have all remedies available at law or in equity)equity if Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (i) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (ii) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be the right limited to receive those described in this Section 14(c) and retain the full amount of the deposit(s)Sections 15(f) and 15(l) hereof. If Closing is consummated, and Seller shall have all remedies available at law or in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer fails to perform any obligation of Buyer’s DefaultBuyer under this Agreement. (Check if applicable) □ In addition to said deposit(s), INITIALS: Seller _____ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach._____

Default by Buyer. In the event of the failure or refusal of the Buyer shall be deemed to close this transaction, without fault on Seller's part have defaulted in ---------------- its obligations (a "Default") and without failure of title, Seller, subject to Buyer’s right to cure as agreements set forth in this paragraphSection 10.3.3.1 ------- hereof if all work included in the definition of Corrective Action other than ----- ---- long-term monitoring, shall be entitled maintenance or like tasks has not been completed on the --- Real Property and/or the Tar Pits Property and all of the following events --- occur: a. An Agency seeks in a written notice to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made have Seller perform Corrective Action with respect to the Real Property under or the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Tar Pits Property; and b. Seller gives Buyer written notice of the Agency's written notice; and c. Buyer fails to respond to the Agency and commence taking the appropriate action within thirty (30) days from the date of receipt of such notice or commences taking such action but thereafter fails to diligently prosecute such action to completion to the satisfaction of the Agency; and d. As a result of Buyer's failure to respond to such Agency notice, Seller is required to expend money to perform Corrective Action; or, in the alternative, if Buyer is in default under the IT Contract and the time to cure has expired. Only the obligations of Buyer pursuant to Section 10.3.3.1 hereof shall be secured by a deed of trust (the "Deed of Trust") in the form of Exhibit ------------- ------- AA hereto. -- If a Default occurs as defined in this Section 10.9, then Seller shall have the right to either (a) recover from Buyer the costs expended by Seller in performing such Corrective Action, or (b) exercise its rights under the Deed of Trust. The Deed of Trust provides, inter alia, that Seller shall subordinate the lien thereof delivered to the lien of any financing obtained by Buyer in connection with the acquisition, remediation, or development of the Property, which financing shall not exceed a loan to value ratio of seventy percent (70%). Such financing shall not provide for a security interest in the escrow account referred to below nor shall such financing modify the terms of the escrow instructions referred to below. Buyer shall provide Seller with a copy of each draw request submitted to any construction and/or remediation lender. Buyer shall obtain a performance and completion bond from each contractor performing Corrective Action whose contract or contracts total is in excess of Five Hundred Thousand Dollars ($500,000). Until such date as all work included in the definition of Corrective Action other notices than long-term monitoring, maintenance or like tasks has been ---------- completed, as Buyer conveys any portion of the Real Property to an unrelated third party, it shall deposit into an escrow account established at Commerce Escrow Company, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telephone (▇▇▇) ▇▇▇-▇▇▇▇, and facsimile (▇▇▇) ▇▇▇-▇▇▇▇ pursuant to the escrow instructions attached hereto as Exhibit BB a portion of ---------- the net proceeds received upon such conveyance equal to (i) Fourteen Million Dollars ($14,000,000) minus (ii) all reasonable and reasonably documented ----- amounts expended by Buyer to third parties after the Close of Escrow and prior to the date of such conveyance for or in connection with Corrective Action; multiplied by (iii) a fraction, the numerator of which is the number of acres so conveyed and the denominator of which is 440. Seller shall have a security interest in and first lien on the escrow account pursuant to the security documents attached as Exhibit CC hereto. ---------- Provided Buyer is not in Default, Buyer may use all of the money in such escrow for the costs of performing Corrective Action at any time in Buyer's reasonable discretion, subject to the terms of the Agreements, the Consent Order and/or applicable Law. Buyer shall give notice to Seller quarterly of: (i) the existence of any contracts for the sale of any portion of the Real Property; (ii) any sales which have closed escrow and the number of acres conveyed; (iii) the amount deposited into the escrow upon such sale; and (iv) the unspent balance of said Fourteen Million Dollars ($14,000,000). Failure of Buyer to make the deposit in accordance with this Section 10.9 shall constitute a Default under this AgreementSection 10.9. In the event that Seller is dissolved as a matter of law and has not assigned its rights as beneficiary under the Deed of Trust to an active entity in a document recorded in the Official Records of San Bernardino County, California and upon receiving given notice from Seller of Buyer’s uncured defaultsuch assignment to Buyer by certified mail, Escrow Agent then --- the Deed of Trust shall disburse the deposit to Seller as liquidated damages, automatically be null and upon such disbursement this Agreement shall terminate void and be of no further force or effect except as otherwise expressly provided herein. In and the trustee thereunder shall reconvey the lien thereof upon receipt of an affidavit from Buyer setting forth such event, facts and stating that Buyer has given Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate at least fifteen (15) days' notice of the total net detriment that Seller would suffer facts set forth in the event affidavit. Buyer and Seller each hereby waive any claims either of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be them may have against the right to receive and retain the full amount trustee by reason of its reconveyance of the deposit(s), Deed of Trust in accordance with the provisions of this Section 10.9. The nullity of the Deed of Trust shall not be deemed to make the obligations secured by the Deed of Trust null and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachvoid.

Default by Buyer. In If Buyer defaults in the event performance of its obligations hereunder as to closing of the failure or refusal purchase of the Property, Seller may obtain the ea▇▇▇▇▇ ▇oney deposit from ITEC and retain the same as full and complete liquidated damages, but this shall not prohibit Seller from making a claim against Buyer for any claim arising under Paragraph 6 hereof. Notwithstanding the foregoing, Buyer shall have the right, at its option, to close this transaction, without fault on Seller's part and without failure pay the amount of title, the ea▇▇▇▇▇ ▇oney directly to Seller, subject in which case Seller shall, as a condition of receipt of such monies, execute any and all documents required by ITEC to Buyer’s right release the reservation of monies held by ITEC as ea▇▇▇▇▇ ▇oney hereunder. Seller and Buyer have negotiated and hereby acknowledge and agree that the actual damages which Seller would suffer on account of default of Buyer under this Contract are difficult, if not impossible to cure as set forth in this paragraphascertain, shall be entitled to retain all deposits posted and both parties agree that the receipt by Buyer and any other sums Seller of the ea▇▇▇▇▇ ▇oney paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the constitutes a reasonable estimate of the total net detriment that actual damages Seller would suffer in the event of a default by Buyer’s Default. Notwithstanding the foregoing, and Seller’s sole remedy (whether at law or in equity), shall be if Buyer's failure to close the right to receive and retain the full amount purchase of the deposit(s), and Property is the due to termination by Buyer as set forth in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture Paragraphs 3 or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s)7 hereof, Buyer shall pay be entitled to a refund of the ea▇▇▇▇▇ ▇oney deposit. Seller shall not have the sum right of $ specific performance of Buyer's obligations under this Contract, all of which shall serve except for Buyer's obligation to restore the Property as agreed and liquidated damages for said breachset forth in Paragraph 6 hereof.

Default by Buyer. In If Buyer fails to complete the event purchase of the failure Property in accordance with the terms of this Agreement (all conditions to Buyer's obligations having been satisfied or refusal of the waived), Seller may (i) terminate this Agreement by notice to Buyer to close this transactionand, without fault on as Seller's part sole and without failure of titleexclusive remedy, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller ▇▇▇▇▇▇▇ Money as liquidated damages, or (ii) specifically enforce this Agreement. Buyer expressly agrees that the delivery to and upon such disbursement this Agreement shall terminate and be the retention of no further force or effect except as otherwise expressly provided herein. In such event, the ▇▇▇▇▇▇▇ Money by Seller and Buyer agree that it would be impractical and extremely difficult to estimate represents a reasonable estimation of the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default's default, that actual damages may be difficult to ascertain and that this provision does not constitute a penalty. The foregoing limitation on the liability of Buyer shall not be applicable with respect to Buyer's obligations to be performed or enforced after Closing. Default by Seller’s sole remedy . If Seller fails to complete the sale of the Property in accordance with the terms of this Agreement (whether at law all conditions precedent to Seller's obligations having been satisfied or in equitywaived), Buyer may elect to pursue any one or more of the following remedies: (a) terminate this Agreement, receive a refund of the ▇▇▇▇▇▇▇ Money; (b) ▇▇▇ for damages (as hereinafter limited); or (c) specifically enforce this Agreement. Any claim for damages by Buyer hereunder shall be limited to Buyer's out-of-pocket expenses and other actual or direct damages (which the right to receive parties agree shall include, without limitation, moving expenses and retain the full amount of the deposit(sany other costs incurred by Buyer associated with leasing replacement premises), and in such event there shall be no claim by Buyer hereby expressly authorizes Escrow Agent for lost profits, consequential, indirect or special damages. Should Seller's lender fail to deliver same provide all releases and subordination agreements as required under this Agreement for any reason outside of Seller's reasonable control, it shall not constitute a default by Seller, but rather a failure of a condition precedent, and Buyer's sole remedy shall be to Seller. Payment terminate this Agreement upon notice to Seller and receive a full refund of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach▇▇▇▇▇▇▇ Money.

Default by Buyer. In the event of Buyer should fail to consummate the failure transaction contemplated herein for any reason except for (i) any permissible reasons set forth herein, or refusal of the Buyer to close this transaction, without fault on (ii) Seller's part and without failure of title’s default, Seller, subject as its sole and exclusive remedy, may demand Escrow Agent to Buyer’s right pay the balance of the Deposit to cure Seller, such sum being agreed upon as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach the failure of Buyer to perform the duties, liabilities and obligations imposed upon it by the terms and provisions of this Agreement and because of the difficulty, inconvenience and uncertainty of ascertaining actual damages, and no other damages, rights or remedies shall in addition any case be collectible, enforceable or available to Seller other liquidated than as provided in this Section. Seller agrees to accept and take the balance of the Deposit as its total damages provided for by and relief hereunder in such event. It is the express intent of this agreement. Upon Section that there shall be no personal liability whatsoever on the occurrence part of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement. It is further understood and agreed that, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of such a default by Buyer’s Default, and the Work referenced in Section 1.7 shall belong solely to Seller’s sole remedy (whether at law or in equity). In the event any portion of the Deposit has been used to pay the Expenses, Buyer shall be liable to pay the right balance of the Deposit to receive and retain Seller so that the full amount of the deposit(s), and Deposit which Seller receives is in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about no way off-set by the amount of damages suffered by Expenses that may have been paid as a result of the Work to either the Engineer or the Surveyor, or both. It is expressly provided, however, that Seller shall provide Buyer with written notice of any default hereunder, which notice shall provide Buyer with a ten (10) day grace period within which to cure any default of which notice has been given or such longer period of time as is reasonably necessary to cure the default if the nature of the default is such that it cannot be cured within the ten (10) day grace period and Buyer is diligently and continuously prosecuting such cure to completion but, in no event, longer than twenty (20) days; provided, however, that notwithstanding the foregoing there shall be no notice requirement or curative opportunity in the event of Buyer’s Default. (Check if applicable) □ In addition the default is a failure by Buyer to said deposit(s), Buyer shall pay to Seller close the sum of $ , all of which shall serve as agreed and liquidated damages for said breachtransaction contemplated by this Agreement on the Closing Date.

Default by Buyer. In the event of the failure or refusal of the Buyer shall be deemed to close this transaction, without fault on Seller's part have defaulted ---------------- in its obligations (a "Default") and without failure of title, Seller, subject to Buyer’s right to cure as agreements set forth in this paragraph, shall be entitled Section 10.3.3.1 ------- hereof if all work included in the definition of Corrective Action has not been --- completed on the Real Property and/or the Tar Pits Property and all of the --- following events occur: a. An Agency seeks in a written notice to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made have Seller perform Corrective Action with respect to the Real Property under or the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Tar Pits Property; and b. Seller gives Buyer written notice thereof delivered as of the Agency's written notice or order; and c. Buyer fails to respond to the Agency and timely commence taking the appropriate action or entering into good faith negotiations with such Agency; and d. As a result of Buyer's failure to take appropriate action in response to such Agency notice, Agency performs Corrective Action and submits a claim or invoice against Seller for the cost of such performance; and e. Buyer does not pay the costs described in clause (d) above within thirty (30) days after receipt of a demand from Seller hereunder or provide a bond or other notices under this Agreementsecurity for such costs reasonably acceptable to Seller so that Seller is not obligated to pay such costs to the Agency. Notwithstanding the foregoing, if, after the occurrence of a. and b. above, and upon receiving notice from despite Buyer's compliance with c., above, an Agency issues an order on Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit requiring Seller to Seller as liquidated damagesperform Corrective Action, and upon the cost of performing or failure to perform such disbursement this Agreement shall terminate and be Corrective Action (including, without limitation, fines, penalties and/or interest for failure to perform) will or may in the aggregate exceed $250,000 and, based on the opinion of no further force a "big 5" or effect except as otherwise expressly provided herein. In such eventother nationally recognized accounting firm reasonably acceptable to Buyer, which firm is not then retained by Seller for audit purposes, Seller will be required to disclose such order in its SEC filings and reserve against the costs of performing or failing to perform such order, Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be in default hereunder if Buyer has not provided such surety or bonds as are necessary to avoid the reserve requirement of Seller on or before the date for Seller's SEC filing in which such order shall be disclosed and such reserve requirement will be satisfied. If a Default occurs as defined in this Section 10.9, then Seller shall have the right to receive take such steps as necessary to cure such default (including the right to enter onto the Real Property) and retain to recover from Buyer the full amount of costs reasonably expended by Seller to cure such default. In addition, Seller shall have the deposit(s), right to exercise and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment exercise all rights and remedies afforded to Seller of liquidated damages is not intended as under the CDC Guaranty in a forfeiture or penalty within the meaning of applicable law similar manner and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of fashion against Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.

Default by Buyer. Thirty (30) days after notice thereof has been given to Buyer, the Seller, at its sole option, may cancel all of its obligations under the Option, the Agreement of Sale or the Contract of Sale, as applicable, without liability in the event of any of the following events: 1) With respect to the Buyer or any assignee of the Option duly approved by Seller (hereinafter referred to as the "Assignee"), (i) the filing by or against it or any case or other proceedings for any relief pursuant to the bankruptcy or insolvency laws of the United states, of any State, of the United States Virgin Islands, or of the Commonwealth of Puerto Rico; (ii) the filing of an answer admitting insolvency or inability to pay debts as they became due; (iii) a material adverse change in the financial condition of Buyer or any of the assumptions and representations under which the Option, the First Phase Note or the Contract of Sale were entered into; 2) The attachment, seizure, levy upon, or taking possession by any receiver, custodian or assignee for the benefit of creditors of a substantial part of any property of the Buyer or the Assignee. 3) If Buyer or the Assignee shall default in the performance of any of the obligations and agreements on its part to be performed under the Option or the Agreement of Sale or the First Phase Note. In the event that Seller decides to cancel its obligations under the Option or the Agreement of Sale or the Contract of Sale, as applicable, upon the happening of any of the failure or refusal events of default described above, then the Buyer to close this transactionOption Money and the Deposit, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraphif any, shall be entitled to retain all deposits posted retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, Seller as agreed additional consideration and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this AgreementSuch breach, and upon receiving notice from Seller of whereupon Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. ThereforeAssignee, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity)if any, shall be released and relieved from all liability towards each other and the Option, the Agreement of Sale and the Contract of Sale, as applicable, shall become null and void; it being understood that the right to receive and retain the full amount of Option Money and the deposit(s)Deposit, if any, as compensation and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within shall be the meaning of applicable law and is intended sole remedy available to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition such default except that Seller shall retain its right to said deposit(s), seek legal and monetary remedies from Buyer and the Assignee in an amount in excess of the OptIon Money and the Deposit in the event an action or lack of action by Buyer or the Assignee results in damages to Seller; it being understood that failure by Buyer or the Assignee to exercise the Option as provided in Paragraph 3 hereof shall pay to Seller not be deemed a lack of action by Buyer or the sum of $ , all of which shall serve as agreed and liquidated damages for said breachAssignee.

Default by Buyer. In the event the Close of Escrow fails to occur due to a default on the part of Buyer of its obligations under this Agreement ("BUYER'S DEFAULT") (all of the failure conditions to Buyer's obligations to close having been satisfied or refusal waived), Seller will suffer damages in an amount which will, due to the special nature of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for transaction contemplated by this agreement and the special nature of the negotiations which preceded this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and or extremely difficult to estimate ascertain. In addition, Buyer wishes to have a limitation placed upon the damages that potential liability of Buyer to Seller in the event the Close of Escrow fails to occur due to Buyer's Default, and wishes to induce Seller to waive other remedies which Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer have in the event of Buyer’s 's Default, . Buyer and Seller’s sole remedy (whether at law or in equity), shall be after due negotiation, hereby acknowledge and agree that the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Deposit represents a reasonable estimate of the damages which Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller will sustain in the event of such Buyer’s 's Default. Buyer and Seller hereby agree that Seller may, in the event the Close of Escrow fails to occur due to Buyer's Default, (Check if applicablea) □ In addition terminate this Agreement by written notice to said deposit(s)Buyer and Escrow Holder, Buyer cancel the Escrow and receive the Deposit as liquidated damages and Escrow Holder shall pay immediately deliver the Deposit to Seller, or bring a suit for the specific performance of this Agreement, provided that any suit for specific performance must be brought within thirty (30) days of Buyer's Default, Seller waiving and releasing the right to bring suit at a later date. Such retention of the Deposit by Seller is intended to constitute liquidated damages to Seller the sum of $ , all of which and shall serve as agreed and liquidated damages for said breachnot be deemed to constitute a forfeiture or penalty.

Default by Buyer. In If the event Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) To the failure or refusal of the Buyer extent it has not previously been delivered to close this transaction, without fault on Seller's part and without failure of title, Seller, subject the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to cure as set forth in enforce Buyer’s obligations pursuant to Section 4(a), 15(f) and 15(1), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this paragraphliquidated damages provision). If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money together with the interest accrued thereon shall be entitled paid to retain all deposits posted and retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, and upon such disbursement IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DE1’ERNIINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. Notwithstanding anything to the contrary contained in this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such eventSection 14(c), Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaultdefault or a termination of this Agreement, and Seller’s sole remedy (whether Seller shall have all remedies available at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event of BuyerBuyer or any party related to or affiliated with Buyer is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to the Property. In all other events, Seller’s Default. (Check if applicableremedies shall be limited to those described in this Section 14(c) □ In addition to said deposit(sand Sections 4(a), 15(f) and 15(1) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer shall pay fails to perform any obligation of Buyer under this Agreement. INITIALS: Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.Buyer

Default by Buyer. In If the event Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the failure or refusal of the Buyer extent it has not previously been delivered to close this transaction, without fault on Seller's part and without failure of title, Seller, subject the Title Company shall deliver the E▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to cure as set forth in enforce Buyer’s obligations pursuant to Section 4(d), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this paragraphliquidated damages provision). If the transaction is not consummated because of a default by Buyer, the E▇▇▇▇▇▇ Money together with the interest accrued thereon shall be entitled paid to retain all deposits posted and retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, and upon such disbursement IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(d) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such eventSection 14(d), Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaultdefault or a termination of this Agreement not permitted by the terms of this Agreement, and Seller’s sole remedy (whether Seller shall have all remedies available at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event of BuyerBuyer or any Person related to or affiliated with Buyer is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to the Property. In all other events, Seller’s Default. (Check if applicableremedies shall be limited to those described in this Section 14(d) □ In addition to said deposit(sand Sections 4(d), 15(f) and 15(l) hereof. INITIALS: Seller _AB__ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach._JRS__

Default by Buyer. In If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Sections 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money together with the interest accrued thereon shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS Purchase and Sale Agreement ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to (i) Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether shall have all remedies available at law or in equity)equity if Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (i) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (ii) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be the right limited to receive those described in this Section 14(c) and retain the full amount of the deposit(s)Sections 15(f) and 15(l) hereof. If Closing is consummated, and Seller shall have all remedies available at law or in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer fails to perform any obligation of Buyer’s DefaultBuyer under this Agreement. (Check if applicable) □ In addition to said deposit(s), INITIALS: Seller _____ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach._____

Default by Buyer. In If Buyer fails, with or without cause, to furnish Seller with instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due any invoice under said contract, all of the foregoing being known as events or event of the failure default, then in addition to any and all other remedies which Seller may have hereunder or refusal of the Buyer to close by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and or any other sums paid by contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer hereunder including, remaining liable for damages including but not limited to, any improvements made to the Property difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices of Buyer under this or any other contract and/or (5) may at any time and from time to time sell all or any products of Buyer or products held for Buyer for the terms hereofaccount of Buyer at public or private sales, as agreed Buyer is to be responsible for the costs and liquidated damages expenses of such sale and for said breach in addition any deficiency, Seller accounting to other liquidated damages provided Buyer for by this agreement. Upon any excess (Seller having the occurrence right to become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered has failed or refused to receive with the right to hold or sell same as other notices under this Agreementabove provided. WARRANTY: EXCEPT FOR THE WARRANTY THAT THE PRODUCTS COMPLY WITH THEIR APPLICABLE SPECIFICATIONS, BUYER MAKES NO REPRESENTATION OR WARRANTY AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR ANY OTHER MATTER. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF BUYER HAS ANY AUTHORITY TO BIND BUYER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY EXCEPT AS STATED IN THIS CONTRACT. LIMITED WARRANTY REMEDY: Seller’s sole obligation and upon receiving notice from Seller of Buyer▇▇▇▇▇’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer sole remedy in the event of Buyer’s Defaulta breach of the above warranty shall be to replace such nonconforming Products with an equivalent or newer version, and determined by Seller’s sole remedy (whether at law or in equity)discretion. Seller may require Buyer to return the alleged defective Products to Seller, shall be the right to receive and retain the full amount EXW Seller’s shipping origin, before remedying a breach of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Sellerwarranty. Payment to LIMITATION OF PROCEEDINGS: No action of any kind may be commenced against Seller of liquidated damages is not intended as a forfeiture or penalty within more than one (1) year from the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of date Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to claim or cause of action against Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachfirst arose.

Default by Buyer. In If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Title Company shall deliver Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00) of the ▇▇▇▇▇▇▇ Money (the “Non-Refundable ▇▇▇▇▇▇▇ Money”) to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Sections 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision), (iii) the Title Company shall return the balance of the ▇▇▇▇▇▇▇ Money (and any interest thereon) to Seller, and (iv) this Agreement shall terminate. If the transaction is not consummated because of a default by Buyer, the Non-Refundable ▇▇▇▇▇▇▇ Money shall be paid to and retained by Seller as liquidated damages and the remaining amount of the ▇▇▇▇▇▇▇ Money in excess of such liquidated damages amount, plus any interest on the ▇▇▇▇▇▇▇ Money, shall be returned to Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE NON-REFUNDABLE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to (i) Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether shall have all remedies available at law or in equityequity if subsequent to or in connection with any of the foregoing events in subphrases (i), (ii) or (iii) Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (x) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (y) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be the right limited to receive those described in this Section 14(c) and retain the full amount of the deposit(sSections 4(c), 15(f) and 15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer fails to perform any obligation of Buyer’s DefaultBuyer under this Agreement. (Check if applicable) □ In addition to said deposit(s), INITIALS: Seller _____ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach._____

Default by Buyer. In If the event Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the failure or refusal of the Buyer extent it has not previously been delivered to close this transaction, without fault on Seller's part and without failure of title, Seller, subject the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to cure as set forth in enforce Buyer’s obligations pursuant to Section 4, 16(f) and 16(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this paragraphliquidated damages provision). If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money shall be entitled paid to retain all deposits posted and retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, and upon such disbursement IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 16(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4 AND 16(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such eventSection 14(c), Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaulta termination of this Agreement, and Seller’s sole remedy (whether Seller shall have all remedies available at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer or any Person related to or affiliated with Buyer wrongfully asserts any claims or right to all or any of Buyerthe Properties that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to any Property. In all other events, Seller’s Defaultremedies shall be limited to those described in this Section 14(c) and Sections 4, 16(f) and 16(l) hereof. (Check if applicable) □ In addition to said deposit(s), INITIALS: Seller _____ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach._____

Default by Buyer. In If Buyer fails to perform any obligation of Buyer under this Agreement prior to or at Closing, and does not cure such failure (a) within two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit the Deposit or any amount of money required to be paid or deposited by Buyer under this Agreement in connection with any Closing or (b) within five (5) Business Days after receipt of written notice from Seller asserting failure, if Buyer fails to timely deliver Closing Documents or authorize Closing (which, notwithstanding anything to the contrary contained elsewhere in this Agreement, shall include a failure by Buyer to obtain any required internal approval of Buyer’s management (including, without limitation, Buyer’s board of directors), or investment committee) if and when required of Buyer for Closing to occur under this Agreement) (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer for such Buyer Default, to terminate this Agreement and receive the Deposit as Seller’s agreed and total liquidated damages by giving written notice of termination to Buyer and Escrow Agent within thirty (30) days after the occurrence of such Buyer Default. The Parties have agreed that Seller’s actual damages in the event of a Buyer Default would be extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the failure or refusal facts and circumstances existing as of the Buyer to close this transactionEffective Date, without fault on Seller's part and without failure the amount of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence Deposit is a reasonable estimate of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer incur in the event of Buyer’s a Buyer Default. Each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, and at the time this Agreement was made, the consequences of this liquidated damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any payment or indemnification obligation in favor of Seller that survives Closing or termination of this Agreement, nor shall the foregoing limit Seller’s sole right to pursue any remedy (whether available at law or in equity)equity in response to any breach of any covenant of Buyer under this Agreement; provided, however, that Seller acknowledges that the remedy of termination of this Agreement and/or retention of the Deposit shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment available to Seller only upon the occurrence of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Buyer Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum Agreement of $ , all of which shall serve as agreed Purchase and liquidated damages for said breach.SaleCMFT Portfolio 58

Default by Buyer. In (a) If a Buyer has committed a Financial Default or a default under clause 23.1(a) and such default is not excused under this Agreement, the event Seller may give a notice to the Buyer specifying reasonable details of the failure or refusal default (Seller’s Default Notice) and, without limiting any rights of the Buyer Seller under this Agreement in respect of the default, thereafter the Parties may confer to close this transactiondiscuss the cause, without fault on Seller's part effect of and without failure of title, Seller, subject to prospects for curing the default. (b) Upon the Buyer’s right receipt of the Seller’s Default Notice, the Seller may at any time after the date of the Buyer’s receipt of the Seller’s Default Notice, reduce or suspend deliveries of Gas to cure that Buyer during the continuation of such default until the default is cured or this Agreement is terminated. (c) If the default by the Buyer has extended beyond the date of the Seller’s Default Notice for a period of more than ten (10) Business Days for a Financial Default or more than thirty (30) Business Days for a default under clause 23.1(a), then the Seller may by written notice (Seller’s Termination Notice) terminate this Agreement effective at any time following the tenth (10th) Business Day for a Financial Default or the thirtieth (30th) Business Day for default under clause 23.1(a) from the Buyer’s receipt of the Seller’s Termination Notice as set forth may be stated in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but the Seller’s Termination Notice provided that termination will not limited to, any improvements made occur if the default is cured prior to the Property under effective date of such termination as stated in the terms hereofSeller’s Termination Notice. (d) Termination of this Agreement as to any one Buyer shall not terminate, as agreed and liquidated damages for said breach in addition to impair, or diminish the obligations or rights of the other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate remain in full force and be of no further force or effect except as otherwise expressly provided herein. In such event, between the Seller and such non-defaulting Buyer. No default as to any one Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be interpreted or deemed to be a default by the right other Buyer or to receive and retain give rise to any rights or remedies against the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of non-defaulting Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.

Default by Buyer. In the event Should Buyer fail to timely make any of the failure payments due hereunder, as hereinabove scheduled, or refusal of fail or refuse to execute the Buyer instruments required to close this transactiontransaction on the scheduled date, without fault on Seller's part or refuse to pay any costs or other sums as and without failure when required by this Agreement, or fail to perform any of title, Seller, subject to Buyer’s right obligations hereunder or otherwise breach any term of this Agreement, then Buyer will be in default of this Agreement (hereinafter referred to cure as set forth a “Default”). If Buyer is still in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar Default twenty (20) days after Seller gives Buyer sends written notice thereof delivered to Buyer, Seller may declare this Agreement terminated and receive and/or retain the Payments as other notices under liquidated and agreed upon damages which Seller shall be deemed to have sustained and suffered as a result of such Default, and thereupon the parties hereto will be released and relieved from all obligations hereunder. The provisions herein contained for liquidated and agreed upon damages are a bona fide provision for such and are not a penalty, the parties understanding and agreeing that Seller will have sustained damages if a Default occurs, which damages will be substantial but will not be capable of determination with mathematical precision and, therefore, the provision for liquidated and agreed upon damages has been incorporated in this Agreement, as a provision beneficial to both parties. Upon Buyer’s Default and upon receiving notice from termination by Seller of this Agreement pursuant to this Paragraph 14, all of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement rights under this Agreement shall terminate cease and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that sell or hold the reasonable estimate of the total net detriment that Seller would suffer in the event of Unit without any accounting or further notification to Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.

Default by Buyer. In If the event Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the failure or refusal of the Buyer extent it has not previously been delivered to close this transaction, without fault on Seller's part and without failure of title, Seller, subject the Title Company shall deliver the E▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to cure as set forth in enforce Buyer’s obligations pursuant to Section 4, 16(f) and 16(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this paragraphliquidated damages provision). If the transaction is not consummated because of a default by Buyer, the E▇▇▇▇▇▇ Money shall be entitled paid to retain all deposits posted and retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, and upon such disbursement IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 16(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4 AND 16(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such eventSection 14(c), Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaulta termination of this Agreement, and Seller’s sole remedy (whether Seller shall have all remedies available at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer or any Person related to or affiliated with Buyer wrongfully asserts any claims or right to all or any of Buyerthe Properties that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to any Property. In all other events, Seller’s Defaultremedies shall be limited to those described in this Section 14(c) and Sections 4, 16(f) and 16(l) hereof. (Check if applicable) □ In addition to said deposit(s), INITIALS: Seller _____ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach._____

Default by Buyer. In the event of the failure If, at or refusal of the Buyer prior to close this transaction, without fault on Seller's part and without failure of title, Seller, subject Closing (but expressly excluding any period prior to Buyer’s right delivery of the Due Diligence Approval Notice), Buyer shall materially default in any of the terms of this Agreement or any representation, warranty, covenant or other express obligation of Buyer hereunder, Seller may deliver to Buyer a written notice of default specifying the name of such default. If Buyer fails to cure such default within ten (10) days after Seller’s delivery of such notice of default (“Buyer Cure Period”), then Seller shall, as set forth in this paragraphits sole remedy, shall be entitled to retain all deposits posted any ▇▇▇▇▇▇▇ Money Deposit as liquidated damages to Seller for such material default by Buyer (provided that Seller may elect to waive such default and any other sums paid by close the Escrow if Buyer hereunder including, but not limited to, any improvements made also agrees to the Property under the terms hereof, as agreed close) and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate be deemed terminated, subject only to any continuing obligations or indemnities specifically contained in this Agreement. Buyer and be of no further force or effect except as otherwise Seller expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered for such material default by Seller Buyer is difficult to determine at this time and that the aforesaid sum is a reasonable estimation of the amount of liquidated damages for such material default under the circumstances existing at the time this Agreement is entered into and is not a penalty. Nothing in this Paragraph 19 shall limit Seller’s remedies in the event that Buyer shall materially default in any of the terms of this Agreement or any representation, warranty, covenant, or other express obligation of Buyer hereunder that occurred during any period prior to Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller delivery of the sum of $ , all of which shall serve as agreed and liquidated damages for said breachDue Diligence Approval Notice.

Default by Buyer. In the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the The occurrence of any of the following events shall constitute an Event of Default by Buyer default unless it results from a breach of this Agreement by Fuel Manager or is otherwise excused pursuant to the terms of this Agreement: (i) Buyer fails to pay any amount payable by Buyer to Fuel Manager (other than amounts in dispute that remains uncured are not expressly required by this Agreement to be paid) pursuant to this Agreement after the same shall have become due and payable and such failure continues for calendar days a period of ten (10) Days after Seller gives receipt of written demand therefore from Fuel Manager. (ii) Buyer written notice thereof delivered as other notices fails to perform or observe any material obligation or series of obligations of Buyer under this Agreement, other than those obligations specifically addressed in this Section or for which a remedy is expressly provided in this Agreement, which failure has a material and upon receiving adverse effect on the ability of Fuel Manager or of Buyer to perform its respective material obligations under this Agreement and such failure continues without cure for a period of ten (10) Days after written notice thereof from Seller Fuel Manager, unless such a cure is reasonably not capable of being made or implemented within such ten (10) Day period, in which case Buyer shall have an additional ten (10) Day period in which to cure. (iii) Any representation or warranty made by Buyer herein or in any certificate delivered to Fuel Manager pursuant hereto which proves to be incorrect in any material respect when made and such error has a material and adverse effect on the ability of Fuel Manager or Buyer to perform its respective material obligations under this Agreement, unless Buyer is able to promptly commence and diligently pursue action to cause the facts or circumstances which are the subject of such representation or warranty to become true in all material respects and does so within ten (10) Business after written notice thereof has been given to Buyer by Fuel Manager and provided that such actions remove any material adverse effect on Fuel Manager as a result of such representation or warranty having been incorrect, unless such action is reasonably not capable of being undertaken or completed within such ten (10) Business Day period, in which case, Buyer shall have an additional ten (10) Business Day period in which to perform, take and complete such action. (iv) A court having jurisdiction shall enter: (a) a decree or order for relief in respect of Buyer in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law regarding all of Buyer’s uncured defaultassets; or (b) a decree or order adjudicating Buyer bankrupt or insolvent, Escrow Agent shall disburse the deposit to Seller or approving as liquidated damagesproperly filed a petition seeking reorganization, and upon such disbursement this Agreement shall terminate and be arrangement, adjustment or composition of no further force or effect except as otherwise expressly provided herein. In such eventin respect of Buyer under any applicable Federal or state law, Seller and or appointing a custodian, receiver, liquidator, trustee, sequestrator or other similar official for Buyer. (v) Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Thereforeshall: (a) commence a voluntary case or proceeding under any applicable Federal or state bankruptcy, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaultinsolvency, and Seller’s sole remedy (whether at reorganization or other similar law or any other case or proceeding to be adjudicated bankrupt or insolvent; (b) consent to the entry of a decree or order for relief in equityrespect of Buyer in any involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it; (c) file any petition, answer or consent seeking reorganization or relief under any applicable Federal or state law; (d) consent to the filing of any petition or to the appointment of or taking possession by a custodian, receiver, liquidator, trustee, sequestrator or similar official for Buyer; (e) make an assignment for the benefit of creditors (other than to its Lenders), shall be the right ; or (f) admit in writing its general inability to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended pay its debts as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachthey become due.

Default by Buyer. In the event (a) If each condition set forth in Article 9 with respect to a Non-License Closing (other than any condition that has not been satisfied solely as a result of the failure an uncured misrepresentation or refusal breach of the representation or warranty of Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraphAgreement or a default by Buyer in the performance of its obligations under this Agreement) has been satisfied or waived, and Buyer has breached its obligation to effect the transactions to be consummated on the Non-License Closing Date by the forty-fifth (45th) day after the date hereof, then Seller shall be entitled to retain all deposits posted entitled, by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered to Buyer, to terminate this Agreement, and as other notices Seller's sole and exclusive remedy under this Agreement, and upon receiving notice to recover the amount of One Million Dollars ($1,000,000) from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller Buyer as liquidated damages, and upon the receipt of such disbursement payment by Seller, Buyer shall be discharged from all further liability under this Agreement; provided, however, Buyer shall have a period of ten (10) business days after receipt of Seller's written termination notice to cure any such misrepresentation, breach or default, and if Buyer cures such misrepresentation, breach or default within such ten (10) business day period, Seller shall have no right to terminate this Agreement shall terminate and be based on such misrepresentation, breach or default. (b) If each condition set forth in Article 9 with respect to the Closing (other than any condition that has not been satisfied solely as a result of no further force an uncured misrepresentation or effect except as otherwise expressly provided herein. In such eventbreach of representation or warranty of Buyer set forth in this Agreement or a default by Buyer in the performance of its obligations under this Agreement) has been satisfied or waived, Seller and Buyer agree that it would has breached its obligation to effect the transactions to be impractical and extremely difficult consummated on the Closing Date by the thirtieth (30th) day after the date on which the FCC Order shall have been issued, then Seller shall be entitled, by written notice to estimate the damages that Seller may suffer. ThereforeBuyer, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaultto terminate this Agreement, and as Seller’s 's sole and exclusive remedy (whether at law or in equity)under this Agreement, shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about recover the amount of damages suffered One Million Dollars ($1,000,000) from Buyer as liquidated damages, and upon the receipt of such payment by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s)Seller, Buyer shall pay be discharged from all further liability under this Agreement; provided, however, Buyer shall have a period of ten (10) business days after receipt of Seller's written termination notice to cure any such misrepresentation, breach or default, and if Buyer cures such misrepresentation, breach or default within such ten (10) business day period, Seller the sum of $ shall have no right to terminate this Agreement based on such misrepresentation, all of which shall serve as agreed and liquidated damages for said breachbreach or default.

Default by Buyer. In If Buyer defaults in its obligations to close the event purchase of the failure Property, or refusal of the if Buyer to close this transactionotherwise materially defaults hereunder, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, then (a) Seller shall be entitled to retain receive the Deposit, together with all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereofinterest earned thereon, as agreed fixed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement Contract shall terminate and be neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Contract, and (b) Buyer shall immediately direct the Escrow Agent, in writing, to pay the Deposit to Seller. Seller shall have no further force or effect except as otherwise expressly provided hereinother remedy for any default by Buyer, including any right to damages. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may sufferBUYER AND SELLER ACKNOWLEDGE AND AGREE THAT (I) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT; (II) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (III) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS CONTRACT TO THE AMOUNT OF THE DEPOSIT IF THIS CONTRACT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS CONTRACT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT; AND (IV) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES AND NOT A PENALTY. Therefore, Seller and Buyer agree that the reasonable estimate All of the total net detriment that foregoing shall be without limitation on the rights and remedies of Seller would suffer hereunder, at law or in equity in the event of Buyer’s Default, and Seller’s sole remedy a default by Buyer pursuant to Sections 5.5 (whether at law or in equityIndemnification), shall be the right to receive and retain the full amount of the deposit(s5.7 (Confidentiality), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. 18 (Check if applicable) □ In addition to said deposit(sLitigation), or 21 (Brokerage), or any covenant, agreement, indemnity, representation or warranty of Buyer shall pay to Seller that survives the sum Closing or the termination of $ , all of which shall serve as agreed and liquidated damages for said breachthis Contract.

Default by Buyer. In If Buyer fails to consummate the event purchase and sale contemplated herein when required to do so pursuant to the provisions of the failure or refusal of the this Agreement (a "Buyer to close this transactionDefault"), without fault on then Seller's part sole and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, exclusive remedy hereunder shall be entitled to retain all deposits posted terminate this Agreement by giving notice of such termination to Buyer and any Escrow Agent, in which event the Escrow and this Agreement shall be terminated for all purposes, whereupon Escrow Agent shall pay the Earnest Money Deposit to Seller and shall return all other sums paid by Buyer hereunder includingfund▇, but not limited to, any improvements made ▇▇▇▇ments and other items held in escrow to the Property under Party that deposited same in escrow, and the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices Parties shall have no further rights or obligations under this Agreement, except that Buyer shall remain liable for its obligations under Sections 7 and upon receiving notice from 9 hereof and Seller shall remain liable for its obligations under Section 9. Any sums paid to Seller under the foregoing sentence shall be deemed to be liquidated damages paid to Seller by reason of Buyer’s uncured defaultsuch Buyer Default, Escrow Agent shall disburse and the deposit Parties hereby agree that said amount is a reasonable forecast of just compensation for the harm that may be caused to Seller as liquidated damagesa result of such Buyer Default, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer Seller's harm in the event of Buyer’s Default, such a Buyer Default would be incapable of accurate estimation or very difficult to accurately estimate. Seller acknowledges and Seller’s sole remedy (whether at law agrees that Seller shall not be entitled to any additional or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated other damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller other remedies whatsoever in the event of a default hereunder by Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve except as agreed provided in Sections 7 and liquidated damages for said breach9 hereof.

Default by Buyer. In the event of the failure or refusal of the 10.9.1 Buyer shall be deemed to close this transaction, without fault on Seller's part have defaulted in its obligations (a "Default") and without failure of title, Seller, subject to Buyer’s right to cure as agreements set forth in Section 10.3.3.1 ------- hereof and the last sentence of the first paragraph of Section 10.7 hereof with respect to subparagraph (d) below if: (a) any of the work described in the scope of work to be attached to the Remediation Stop Loss Insurance Policy (Capital Costs) has been abandoned for a period of two hundred forty (240) consecutive days; or -- (b) all work included in the definition of Corrective Action has not been completed on the Real Property and/or the Tar Pits --- Property and/or any operations, maintenance and monitoring obligations Buyer has assumed under this paragraphAgreement and/or the Omnibus Assignment and Assumption Agreement and/or which arise out of Buyer's Consent Order (collectively, the "O&M Obligations") and all of the following --------------- --- events occur: (i) An Agency seeks in a written notice to have Seller perform Corrective Action with respect to the Real Property or the Tar Pits Property and/or any of the O&M Obligations; and (ii) Seller gives Buyer written notice of the Agency's written notice or order; and (iii) Buyer fails to respond to the Agency and timely commence taking the appropriate action or entering into good faith negotiations with such Agency; and (iv) As a result of Buyer's failure to take appropriate action in response to such Agency notice or order, Agency performs Corrective Action and/or any of the O&M Obligations and submits a claim or invoice against Seller for the cost of such performance; and (v) Buyer does not pay the costs described in clause (iv) above within thirty (30) days after receipt of a demand from Seller hereunder or provide a bond or other security for such costs reasonably acceptable to Seller so that Seller is not obligated to pay such costs to the Agency. Notwithstanding the foregoing, if, after the occurrence of clause (b)(i) and (b)(ii) above, and despite Buyer's compliance with clause (b)(iii), above, an Agency issues an order on Seller requiring Seller to perform Corrective Action and/or any of the O&M Obligations, and the cost of performing or failure to perform such Corrective Action and/or any of the O&M Obligations (including, without limitation, fines, penalties and/or interest for failure to perform) will or may in the aggregate exceed $250,000 and, based on the opinion of a "big 5" or other nationally recognized accounting firm reasonably acceptable to Buyer, which firm is not then retained by Seller for audit purposes, Seller will be required to disclose such order in its SEC filings and reserve against the costs of performing or failing to perform such order, Buyer shall be in Default hereunder if Buyer has not provided such surety or bonds as are necessary to avoid the reserve requirement of Seller within ninety (90) days of written notice by Seller to Buyer of such reserve requirement; or -- (c) Buyer breaches its obligation to make the deposit, if required, under Section 10.9.4.1 below; or -- (d) Buyer breaches its obligation to make the deposits, if required, under Section 10.9.10 below. 10.9.2 If a Default occurs as defined in Section 10.9.1 and so long as such Default is continuing, then Seller shall have the right to take such steps as necessary to cure such Default which, with respect to a Default under (c) and (d) above shall include the right to take over the Corrective Action (including the right to enter onto the Real Property pursuant to the easement for remediation purposes reserved by Seller in the Deed) and to recover from Buyer the costs reasonably expended or due and payable by Seller to cure such Default. If Seller elects to undertake steps to cure all or any portion of such Default, then Seller shall be obligated to continue such steps as are necessary to cure the portion of the Default until Seller provides Buyer with written notice of its intent to cease such self-help remedies and thereafter Seller shall cease such self help remedies in accordance with such notice. In addition, Seller shall have the right to exercise all rights and remedies afforded to Seller under the CDC Guaranty in a similar manner and fashion against Buyer. 10.9.3 Buyer hereby assigns to Seller, on a non-exclusive basis, without releasing Buyer from any of its obligations under this Agreement or under the Omnibus Assignment and Assumption Agreement, to the extent necessary to exercise Seller's self-help rights after the occurrence and during the continuance of a Default, or pursuant to Section 10.9.4 or pursuant to Section 10.9.10, to the extent such items are assignable: (a) any and all governmental and regulatory licenses, permits, authorizing approvals or entitlements, whether now or hereafter acquired, pertaining to the Corrective Action or the O&M Obligations, as applicable, (b) any and all contracts, warranties, reports or rights pertaining to the Corrective Action or the O&M Obligations, as applicable, whether now or hereafter acquired, including, without limitation, any of the Assigned Items (as such term is defined in the Omnibus Assignment and Assumption Agreement) to the extent pertaining to the Corrective Action or the O&M Obligations, as applicable, and (c) any rights assigned to Buyer pursuant to the Assignment and Assumption of Certain Lease Rights, and (d) the IT Contract. The assignment contained in this Section 10.9.3 is made without recourse or warranty. The enumeration of the categories to be assigned in clauses (a)-(d) above shall not be deemed a representation or warranty by Buyer as to the existence of any such rights, and all rights being assigned under this Section 10.9.3 are being assigned on an "AS IS," "WHERE IS," "WITH ALL FAULTS" basis, without any representation or warranty of any kind or nature of Buyer, express, implied or statutory, as to the nature of the rights assigned under this Section 10.9.3 or their fitness for Seller's intended use or their assignability or enforceability. 10.9.4 For purposes of this Section 10.9.4, the word "completed" shall mean the date upon which Buyer has received and delivered to Seller a No Further Action Letter for the East Slag Pile parcel or received and delivered to Seller a Certificate of Completion for the East Slag Pile parcel or provides Seller notice that the East Slag Pile parcel has been endorsed onto the Real Estate Environmental Liability Insurance Policy. 10.9.4.1 If at the end of the sixth year of the term of the Remediation Stop Loss Insurance Policy, Buyer has not completed the "scope of work" attached to the Remediation Stop Loss Insurance Policy for the East Slag Pile parcel, Buyer shall be obligated, at its expense, to deposit cash into a pledged account in an amount equal to the difference between (i) Eight Million Eight Hundred One Thousand Two Hundred and Eleven Dollars ($8,801,211.00) and (ii) the amount of funds Buyer has reasonably paid to third parties to date on completing the "scope of work" on the East Slag Pile parcel; provided that the amount to be deposited in the cash account shall not exceed Five Million Dollars ($5,000,000). Notwithstanding the foregoing, if all of the Guaranteed Obligations other than completion of the "scope of work" for the East Slag Pile parcel have been completed, the amount required to be deposited by Buyer under Section 10.9.4.1 above may be reduced by the amount of the Maximum Liability Amount (as defined in the Guaranty) as of the date such deposit is required under this Section 10.9.4.1. 10.9.4.2 If at the end of the seventh year of the Remediation Stop Loss Insurance Policy, Buyer has not completed the "scope of work" attached to the Remediation Stop Loss Insurance Policy for the East Slag Pile parcel, then notwithstanding the absence of a Default, Seller shall be entitled to exercise its self-help remedies under Section 10.9.2 and 10.9.3 with respect to the non-completed portion of the "scope of work" for the East Slag Pile parcel and may, together with Buyer, draw upon the cash collateral account described in this Section 10.9.4 to complete such "scope of work" on the East Slag Pile parcel. 10.9.4.3 Following completion of the "scope of work" for the East Slag Pile parcel and payment of amounts incurred in connection therewith (subject to good faith disputes), any amounts deposited pursuant to Section 10.9.4.1 above shall be promptly released to Buyer. 10.9.5 Following the deposit of the amount due under Section 10.9.4.1 above, Buyer, and following the end of the seventh year of the Remediation Stop Loss Insurance Policy, Buyer, Seller and CDC (to the extent any amount has been drawn under the CDC Guaranty), shall be entitled to retain all deposits posted draw against such cash account solely for the purposes of paying third party costs incurred in connection with performing the "scope of work" on the East Slag Pile parcel by delivering to the account holder a statement (the "East Slag Pile Draw Certification") certifying that the amount requested in such draw has been incurred with third parties in the performance of such "scope of work" and, if the self-insured retention amount under the Remediation Stop Loss Insurance Policy has not been paid in full and such policy remains in effect, that to the best knowledge of the certifying person after due inquiry (which for purposes of this provisions shall mean review of the Remediation Stop Loss Insurance Policy language and exclusions applicable to determining what costs are applicable to the self- insured retention amount), is applicable toward the self-insured retention amount under the Remediation Stop Loss Insurance Policy. 10.9.6 If a draw is requested by Buyer and any other sums paid by or CDC under Section 10.9.5, Seller shall have twenty (20) days from delivery of the East Slag Pile Draw Certification to review such East Slag Pile Draw Certification. If Seller does not object to such East Slag Pile Draw Certification during such twenty (20) day period, then the holder of the cash account shall disburse to Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereofor CDC, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreementcase may be, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller funds requested in the event East Slag Pile Draw Certification. If during such twenty (20) day period Seller submits to Buyer or CDC, as applicable, a written certification that it has reviewed the East Slag Pile Draw Certification (and, if the self- insured retention amount under the Remediation Stop Loss Insurance Policy has not been paid in full and such policy remains in effect, the Insurance Policies) and the documents described in Section 10.9.8 below and believes, based upon such review and after consultation with counsel, that the amount requested in the East Slag Pile Draw Certification is not applicable toward third party costs incurred in the performance of Buyer’s Default. the East Slag Pile parcel "scope of work" (Check and, if the self-insured retention amount under the Remediation Stop Loss Insurance Policy has not been paid in full and such policy remains in effect, the self-insured retention amount under the Remediation Stop Loss Insurance Policy), then Buyer and Seller (and CDC, as applicable) □ In addition agree to said deposit(s)promptly meet to resolve the dispute in good faith, Buyer and failing to resolve such dispute within five (5) business days of Seller's written certification, shall pay thereafter submit such dispute to Seller the sum of $ , all of which shall serve an expedited reference proceeding as agreed and liquidated damages for said breach.described in Section 10.9.9

Default by Buyer. In the event Buyer defaults in its obligations to close the purchase of the failure Property (a “Buyer Closing Default”), or refusal in the event Buyer otherwise materially defaults hereunder, Sellers, as a condition precedent to the exercise of its remedies or termination of this Agreement, shall be required to give Buyer written notice of the same and Buyer shall have five (5) business days from the receipt of such notice to cure the default; provided, however no such notice and cure period shall be applicable with respect to any default by Buyer in its obligation to close hereunder on the Closing Date in accordance with the terms of this transactionAgreement. If Buyer has a cure right pursuant hereto and timely cures the default, without fault on Seller's part the default shall be deemed waived and without failure this Agreement shall continue in full force and effect. Solely in the event of titlea Buyer Closing Default, Seller, subject to Buyer’s right to cure as set forth in this paragraph, (i) Sellers shall be entitled to retain all deposits posted by Buyer (and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to shall) receive the Property under the terms hereof, Deposit as agreed fixed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement and (ii) Buyer shall immediately direct the Escrow Agent, in writing, to pay the Deposit to Sellers. Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated for any reason other than a Buyer Closing Default, then the Deposit shall be of no further force or effect except as otherwise expressly provided hereinreturned to Buyer. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may sufferBUYER AND SELLERS ACKNOWLEDGE AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLERS AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A BUYER CLOSING DEFAULT UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLERS AS A RESULT OF SUCH WITHDRAWAL AND BUYER CLOSING DEFAULT UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A BUYER CLOSING DEFAULT UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES THEREFOR. Therefore, Seller and Buyer agree that the reasonable estimate All of the total net detriment that Seller would suffer in foregoing shall be without limitation upon the event rights and remedies of Buyer’s DefaultSellers hereunder, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition a default by Buyer pursuant to said deposit(s)Sections 5, 18 and 20 or any covenant, agreement, indemnity, representation or warranty of Buyer shall pay to Seller that survives the sum Closing or the termination of $ , all of which shall serve as agreed and liquidated damages for said breachthis Agreement.

Default by Buyer. In IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. INITIALS: SELLER /s/ Authorized Signatory BUYER /s/ Authorized Signatory If Seller is required to take any action to enforce the event foregoing liquidated damages provision, and Seller is the prevailing party in such action, then Seller shall, notwithstanding the foregoing provisions of the failure or refusal of the Buyer to close this transactionSection 6.2, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain recover all deposits posted costs and expenses incurred by Buyer and Seller in enforcing or establishing its rights hereunder in accordance with Section 9.5 below. Further, nothing contained in this Section 6.2 shall restrict Seller's ability to pursue any other sums paid by Buyer hereunder includingrights or remedies it may have against Buyer, but not limited tonor shall it limit Buyer's liability, any improvements made with respect to those obligations which expressly survive the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence termination of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, including, without limitation, Buyer's indemnity obligations under Section 3.1(b) and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachSection 9.2 hereof.

Default by Buyer. In Thirty (30) days after notice thereof has been given to Buyer, the Seller, at its sole option, may terminate all of its obligations under this Agreement, without liability in the event of any of the failure following events: 1) With respect to the Buyer or refusal any assignee of the Agreement duly approved by Seller (hereinafter referred to as the "Assignee"), (i) the filing by or against it or any case or other proceedings for any relief pursuant to the bankruptcy or insolvency laws of the United States, of any State, of the United States Virgin Islands, or of the Commonwealth of Puerto Rico; (ii) the filing of an answer admitting insolvency or inability to pay debts as they became due; (iii) a material adverse change in the financial condition of Buyer or any of the assumptions and representations under which Seller was induced to enter into this Agreement; 2) The attachment, seizure, levy upon, or taking possession by any receiver, custodian or assignee for the benefit of creditors of a substantial part of any property of the Buyer or the Assignee. 3) If Buyer assigns this Agreement to close another party without the expressed written consent of Seller. 4) If Buyer or the Assignee shall default in the performance of any of the obligations and agreements on its part to be performed under this transactionAgreement. Notwithstanding the above, without fault on Seller's part failure by Seller to pay the Purchase Price and without failure of title, Seller, subject all other amounts owed to Buyer’s right to cure as set forth Seller hereunder in the manner and at the time provided in this paragraph, Agreement shall be entitled not require thirty (30) days notice from Seller to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property become an event of default under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreementAgreement. Upon the occurrence of any Buyer default such event of default, Seller shall be entitled to exercise its rights under this Agreement immediately. In the event that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices decides, at its sole option, to terminate its obligations under this Agreement, and upon receiving notice from Seller the happening of Buyer’s uncured defaultany of the events of default described above, Escrow Agent then the E▇▇▇▇▇▇ Money shall disburse the deposit to be retained by Seller as additional consideration and liquidated damages for such breach, whereupon Buyer and Seller, and the Assignee, if any, shall be released and relieved from all liability towards each other and this Agreement, shall become null and void; it being understood that if Seller chooses to terminate its obligations under this Agreement on account of any of the defaults listed hereinbefore, the right to retain the E▇▇▇▇▇▇ Money, as compensation and liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same sole remedy available to Seller. Payment In the event that Seller chooses not to terminate its obligations under this Agreement upon the occurrence of any of the events of default listed hereinbefore, Seller shall retain its right to demand specific performance under this Agreement and to seek legal and monetary remedies from Buyer and the Assignee, if any, in an amount equal to the sum of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law Purchase Price and is intended to settle all issues and questions about the amount of any monetary damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition Seller, including but not limited to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachlegal costs incurred by Seller.

Default by Buyer. In (a) Subject to Section 6.1(b) hereof, if Buyer defaults ------ and/or fails to consummate the event of transactions contemplated by this Agreement in accordance with the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, terms set forth herein for any reason other than (i) a Seller default as provided in Section 6.2(a) below (subject to Buyer’s right to cure as the exceptions ------ set forth in Section 6.2(a) below and Seller's right to notice and cure as ------ provided in Section 6.2(b) below), (ii) despite Buyer's good faith efforts, the ------ failure of Buyer to consummate the Buyer Financing or (iii) the permitted termination of this paragraphAgreement by either Seller or Buyer as expressly provided in this Agreement, shall Seller will be entitled to retain all deposits posted by terminate this Agreement and obtain from Buyer and a lump sum payment equal to the Default Fee plus Seller's Expenses. Notwithstanding the foregoing, if, despite Buyer's good faith efforts, Lender refuses to consummate the Buyer Financing unless such refusal is based solely upon one or more of (i) the failure of any other sums Project to comply with applicable parking codes, ordinances and/or governmental requirements, (ii) Seller being in default hereunder or (iii) a failure of the condition of Section 4.7(c), Seller ------ will be entitled to obtain from Buyer a lump sum payment equal to Seller's Expenses. The payment of such amounts due under this Section 6.1(a) shall be ------ paid by Buyer hereunder including, but to Seller in immediately available funds within thirty (30) days following such default. (b) Seller will not limited to, be entitled to terminate this Agreement and Buyer will not be under any improvements made obligation to the Property make any payment to Seller under the terms Section 6.1(a) hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after unless Seller gives Buyer shall have delivered written notice thereof delivered as other notices under to ------ Buyer specifying Buyer's default or failure to consummate the transactions contemplated by this Agreement, and upon receiving notice from Seller Buyer has a period of thirty (30) days (except with respect to Buyer’s uncured default, Escrow Agent shall disburse the deposit 's obligation to Seller as liquidated damages, close and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise any other obligation hereunder for which a shorter time period is expressly provided herein. In ) within which to cure such eventdefault or failure, and if Buyer shall cure such default or failure within such period, then Seller shall not be entitled to terminate this Agreement under Section 6.1(a) hereof and Buyer agree that it would will not be impractical and extremely difficult under any obligation ------ to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment make any payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Defaultunder Section 6.1(a) hereof. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.------

Default by Buyer. In the event (i) Buyer fails or refuses to close pursuant to the terms of this Agreement or to fund the Loan Transaction; and (ii) all of the failure or refusal Conditions Precedent set forth herein and/or all of the Buyer conditions to close this transactionfunding the Loan Transaction contained in the Loan Commitment Letter and the Loan Documents, without fault on Seller's part and without failure of titlerespectively, Seller, subject have been satisfied to Buyer’s right to cure as the standard set forth in this paragraphherein or therein (collectively, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s"Funding Conditions"), Buyer shall pay to Seller the sum of $ Seller, all of which shall serve as agreed fixed and liquidated damages (and not as a penalty), Five Hundred Thousand and No/100 Dollars ($500,000) [the "Buyer Default Amount"] as Seller's sole remedy (hereunder, under the Loan Commitment Letter, the Term Sheet, the Commitment Letter, the Loan Term Sheet and otherwise), on account of either or both of Buyer's default hereunder and failure to proceed to Closing or proceed with the Loan Transaction. Upon payment of the Buyer Default Amount, this Agreement shall automatically terminate and neither party shall have any further liability hereunder, except for said breach.those liabilities that expressly survive the termination of this Agreement. Without limitation of the foregoing, in no event shall Buyer be obligated to pay the Buyer Default Amount to Seller on account of both its failure to proceed with the transactions described in this Agreement and the Loan Transaction after the Funding Conditions have been satisfied such that the Buyer Default Amount would be payable twice (such payment being a one time, aggregate payment on account of Buyer's failure to proceed with either or both of the transactions contemplated by this Agreement and the Loan Transaction after the Funding Conditions have been satisfied). Additionally, should Buyer be obligated to pay the Buyer Default Amount pursuant to the terms hereof, Buyer shall refund any Expenses paid by Seller, any Transaction Closing Costs paid by Seller hereunder (and any expenses paid by Seller on behalf of Buyer pursuant to the Loan Commitment Letter). Seller shall have no other remedy for

Default by Buyer. 2.1 In the event that: (a) Buyer commits a default as set out in clause 12 of the failure or refusal Shipbuilding Contract, Builder shall give notice to Charterer specifying the default and the action that must be taken in order to remedy it; or (b) Buyer commits a default as set out in clause 9.2 (Default and Termination) of the Buyer Supplemental Construction Agreement, Charterer shall give notice to close Builder specifying the default and the action that must be taken in order to remedy it, Builder shall continue to perform its obligations under the Shipbuilding Contract for a period of thirty (30) days (the “Standstill Period”) and agrees not to terminate the Shipbuilding Contract during such period of thirty (30) days. During this transactionStandstill Period, without fault on Seller's part and without failure of title, Seller, subject Charterer shall be entitled either (a) to remedy Buyer’s right default or (b) to cure assume by way of novation the rights and obligations of Buyer pursuant to Clause 6 below. 2.2 If Charterer becomes entitled to take a novation of the rights and obligations of Buyer as set forth out in this paragraphclause 9.2 (Default and Termination) of the Supplemental Construction Agreement, other than by reason of a Buyer’s Default mentioned in Clause 2.1(b), Charterer shall be entitled to retain all deposits posted take a novation of the rights and obligations of Buyer pursuant to Clause 6 below. 2.3 In the event that Buyer is in default as set out in clause 12 of the Shipbuilding Contract and if so requested by Charterer, Builder shall provide to Charterer (to the extent that it has not already provided such information to the Charterer) an updated statement setting out: (a) any proceedings, claims or disputes outstanding under the Shipbuilding Contract and of any defaults by Buyer and or Builder under the Shipbuilding Contract that remain unremedied; (b) any other sums paid by Buyer hereunder includingamendments or modifications (whether Builder’s Modifications or Statutory Modifications) to the Specifications; and (c) any agreed extensions to the Initial Acceptance Date and/or, but not limited toas the case may be the Final Delivery Date, any improvements made adjustments to the Property under the terms hereof, as agreed Contract Price together with any outstanding and liquidated damages unresolved claims from Builder (irrespective of whether such claims have been submitted to Buyer) for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force extensions or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachadjustments.

Default by Buyer. In If the event Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the failure or refusal of the Buyer extent it has not previously been delivered to close this transaction, without fault on Seller's part and without failure of title, Seller, subject the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to cure as set forth in enforce Buyer’s obligations pursuant to Section 4, 16(f) and 16(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this paragraphliquidated damages provision). If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money shall be entitled paid to retain all deposits posted and retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, and upon such disbursement IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 16(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4 AND 16(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such eventSection 14(c), Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaulta termination of this Agreement, and Seller’s sole remedy (whether Seller shall have all remedies available at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer or any Person related to or affiliated with Buyer wrongfully asserts any claims or right to all or any of Buyerthe Properties that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to any Property. In all other events, Seller’s Default. (Check if applicableremedies shall be limited to those described in this Section 14(c) □ In addition to said deposit(s)and Sections 4, Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed 16(f) and liquidated damages for said breach16(l) hereof.

Default by Buyer. In the event that Buyer should fail to consummate the transaction contemplated herein for any reason, except Seller's default or a permitted termination of this Agreement, Seller's sole and exclusive remedy shall be either (i) to enforce the specific performance of this Agreement or (ii) to terminate this Agreement and recover the ▇▇▇▇▇▇▇ Money, it being agreed between Seller and Buyer that such sum shall be liquidated damages for a default by Buyer under this Agreement because of the failure or refusal difficulty, inconvenience, and uncertainty of ascertaining actual damages for such default. The amount of the Buyer to close this transaction, without fault on ▇▇▇▇▇▇▇ Money represents Seller's part and without failure Buyer's best estimate of title, Seller, subject the damages that will be suffered by Seller because of Buyer's default. The prevailing party in any litigation brought pursuant to Buyer’s right to cure as set forth in this paragraph, section shall be entitled to retain all deposits posted reimbursement of its attorneys fees by the other party. No delay or omission in the exercise of any right or remedy accruing to Seller upon any breach by Buyer and under this agreement shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Seller of any condition or of any subsequent breach of the same or any other sums paid by Buyer hereunder includingterm, but covenant, or condition herein contained shall not limited to, any improvements made be deemed to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence be a waiver of any Buyer default that remains uncured for calendar days after other condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained. All rights, powers, options or remedies afforded to Seller gives Buyer written notice thereof delivered as other notices under this Agreementeither hereunder or by law shall be cumulative and not alternative, and upon receiving notice from Seller the exercise of Buyer’s uncured defaultone right, Escrow Agent power, option or remedy shall disburse the deposit to Seller as liquidated damagesnot bar other rights, and upon such disbursement this Agreement shall terminate and be of no further force powers, options or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law remedies allowed herein or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachlaw.

Default by Buyer. In the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the The occurrence of any of the following on or prior to Closing shall be a default by Buyer default that remains uncured for calendar days after Seller gives hereunder: (i) the failure of Buyer written notice thereof delivered as other notices to timely deliver to the Escrow Holder any of Buyer’s Closing Deliveries; (ii) the failure of Buyer to timely perform any material act to be performed by it, to refrain from performing any material prohibited act, or to fulfill any material condition to be fulfilled by it under this Agreement, and upon receiving notice from Seller or under any agreement referred to herein or attached hereto as an exhibit; or (iii) any of Buyer’s uncured defaultrepresentations, Escrow Agent warranties or covenants contained herein shall disburse the deposit to Seller be untrue in any material way as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in Effective Date or the event of Buyer’s DefaultClosing Date. IN THE EVENT THAT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF A DEFAULT BY BUYER, and Seller’s sole remedy BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES THAT SELLER MAY SUFFER. THEREFORE BUYER AND SELLER AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S EXCLUSIVE REMEDY (whether at law or in equityWHETHER AT LAW OR IN EQUITY), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachAN AMOUNT EQUAL TO THE DEPOSIT.

Default by Buyer. In If the event Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) To the failure or refusal of the Buyer extent it has not previously been delivered to close this transaction, without fault on Seller's part and without failure of title, Seller, subject the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to cure as set forth in enforce Buyer’s obligations pursuant to Section 4(a), 15(f) and 15(1), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this paragraphliquidated damages provision). If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money together with the interest accrued thereon shall be entitled paid to retain all deposits posted and retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, and upon such disbursement IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. Notwithstanding anything to the contrary contained in this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such eventSection 14(c), Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaultdefault or a termination of this Agreement, and Seller’s sole remedy (whether Seller shall have all remedies available at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event of BuyerBuyer or any party related to or affiliated with Buyer is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to the Property. In all other events, Seller’s Default. (Check if applicableremedies shall be limited to those described in this Section 14(c) □ In addition to said deposit(sand Sections 4(a), 15(f) and 15(1) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer shall pay fails to perform any obligation of Buyer under this Agreement. INITIALS: Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.Buyer

Default by Buyer. In If Buyer fails, with or without cause, to furnish Seller with specifications and/or instructions for, or refuses to accept deliveries of any product herein sold, or is otherwise in default under or breaches or repudiates this or any other contract with Seller or fails to pay when due any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this or any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the failure difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all outstanding invoices of Buyer under this or refusal any other contract and/or (5) may at any time and from time to time sell all or any products of Buyer or products held for Buyer for the account of Buyer at public or private sales, Buyer is to close this transactionbe responsible for the costs and expenses of such sale and for any deficiency, without fault on Seller's part and without failure of title, Seller, subject Seller accounting to Buyer’s Buyer for any excess (Seller having the right to cure become buyer of such products at any such sale) and/or (6) Seller may take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer express written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate warranty of the total net detriment that Seller would suffer in the event supplier of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachcomponent.

Default by Buyer. In If Buyer fails to perform any obligation of Buyer under this Agreement prior to or at Closing, and does not cure such failure (a) within two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit the Deposit or any amount of money required to be paid or deposited by Buyer under this Agreement in connection with any Closing or (b) within five (5) Business Days after receipt of written notice from Seller asserting failure, if Buyer fails to timely deliver Closing Documents or authorize Closing (which, notwithstanding anything to the contrary contained elsewhere in this Agreement, shall include a failure by Buyer to obtain any required internal approval of Buyer’s management (including, without limitation, Buyer’s board of directors), or investment committee) if and when required of Buyer for Closing to occur under this Agreement) (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer for such Buyer Default, to terminate this Agreement and receive the Deposit as Seller’s agreed and total liquidated damages by giving written notice of termination to Buyer and Escrow Agent within thirty (30) days after the occurrence of such Buyer Default. The Parties have agreed that Seller’s actual damages in the event of a Buyer Default would be extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the failure or refusal facts and circumstances existing as of the Buyer to close this transactionEffective Date, without fault on Seller's part and without failure the amount of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence Deposit is a reasonable estimate of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer incur in the event of Buyer’s a Buyer Default. Each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, and at the time this Agreement was made, the consequences of this liquidated damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any payment or indemnification obligation in favor of Seller that survives Closing or termination of this Agreement, nor shall the foregoing limit Seller’s sole right to pursue any remedy (whether available at law or in equity)equity in response to any breach of any covenant of Buyer under this Agreement; provided, however, that Seller acknowledges that the remedy of termination of this Agreement and/or retention of the Deposit shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment available to Seller only upon the occurrence of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Buyer Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.

Default by Buyer. In the event of the failure or refusal of the Buyer that this transaction fails to close this transactionby reason of any default by Buyer, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, all ▇▇▇▇▇▇▇ Money shall be entitled to retain all deposits posted forfeited by Buyer and any other sums paid by released from escrow to Seller, which shall be Seller’s sole and exclusive remedy on account of Buyer’s default. Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said shall only be in default or breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice if Buyer has failed to cure a default hereunder within three (3) business days from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit receipt of Seller’s written notice to Seller as liquidated damages, and upon cure such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly breach; provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of cure period shall not apply to Buyer's obligation to pay any ▇▇▇▇▇▇▇ Money, or to Buyer's obligation to close the total net detriment that Seller would suffer in transaction on the event of Buyer’s DefaultClosing Date. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, and Seller’s sole remedy (whether at law or in equity)IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A DEFAULT BY BUYER HEREUNDER AFTER SELLER HAS GIVEN BUYER NOTICE AS SET FORTH IN SECTION 16.2 ABOVE, shall be the right to receive and retain the full amount of the deposit(s)THEN BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE ALL OR ANY PORTION OF THE PROPERTY FROM SELLER, and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to SellerAND SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE ▇▇▇▇▇▇▇ MONEY AS SELLER’S LIQUIDATED DAMAGES. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s DefaultTHE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. (Check if applicable) □ In addition to said deposit(s)IN ADDITION, Buyer shall pay to Seller the sum of $ BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, all of which shall serve as agreed and liquidated damages for said breachAND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE PARTIES AGREE THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, AND SHALL BE SELLER’S SOLE REMEDY, EXCEPT FOR BUYER’S OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN THIS AGREEMENT, WHICH SHALL REMAIN REMEDIES OF SELLER IN ADDITION TO LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGES TO SELLER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION AND THE FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF ITS OWN CHOOSING WHO, AT THE TIME THIS AGREEMENT WAS MADE, EXPLAINED THE CONSEQUENCES OF THIS SECTION TO IT. THIS SECTION DOES NOT LIMIT BUYER’S OBLIGATIONS WHICH, AS OTHERWISE PROVIDED HEREIN, SURVIVE THE TERMINATION OF THIS AGREEMENT.

Default by Buyer. In the event If Buyer fails to fully and timely comply with any term or provision of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, Seller shall give Buyer and upon receiving Escrow Agent a written notice detailing the default of Buyer. Buyer shall have ten (10) days from the date such notice has been given within which to remedy the default, except that if the required performance cannot be reasonably completed by Buyer within such ten (10) days, then Buyer shall have a reasonable time (but not more than sixty (60) days) within which to remedy the default. Provided, however, no notice or cure period shall apply as to the failure by Buyer to timely deposit any funds or close the Escrow. If Buyer fails to timely cure the default, then Seller, as its sole remedy hereunder, shall obtain and retain the Earnest Money and cancel this Agreement. Upon such a cancellation, ▇▇▇▇▇▇t the need for instructions from Seller of or Buyer’s uncured default, Escrow Agent shall disburse pay immediately the deposit Earnest Money to Seller. Buyer and Seller agree that the amount of ▇▇▇▇▇▇s that would be incurred by Seller as liquidated a result of a breach of this Agreement by Buyer are difficult to ascertain as of the Effective Date and that the Earnest Money is a reasonable estimate of such damages. Anything c▇▇▇▇▇▇▇d to the contrary notwithstanding, and upon such disbursement no provision in this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and any way impair Seller’s sole remedy (whether at law or in equity), shall be the 's right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Sellerpursue any rights or remedies for indemnities or post-termination obligations hereunder. Payment to Seller of liquidated damages If this Agreement is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered terminated by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition pursuant to said deposit(s)this Section, Buyer shall pay not be entitled to Seller collect the sum Penalty Payment (as defined in the Limited Liability Company Agreement of $ Buyer). All of Buyer's obligations and the time periods associated therewith shall be delayed to the extent Buyer is unable to perform any of its obligations on account of any strike or labor problem, all act of which shall serve as agreed and liquidated damages for said breachGod, casualty, unusual inclement weather, energy reduction, shortage or blackout, government pre-emption or prescription, unusual government delay, national emergency, civil disobedience, riot, terrorism or any other cause of any kind beyond the reasonable control of Buyer ("Force Majeure").

Default by Buyer. In If the Closing does not occur as a result of a default by Buyer, then Seller shall have right, upon notice thereof to Buyer, to terminate this Agreement, in which event of (i) Buyer shall pay all escrow cancellation charges, (ii) to the failure or refusal of the Buyer extent it has not previously been delivered to close this transaction, without fault on Seller's part and without failure of title, Seller, subject the Title Company shall deliver the E▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to cure as set forth in enforce Buyer’s obligations pursuant to Section 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this paragraphliquidated damages provision). If the transaction is not consummated because of a default by Buyer, the E▇▇▇▇▇▇ Money together with the interest accrued thereon shall be entitled paid to retain all deposits posted and retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided hereinIN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. In such eventTHEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. If Closing is consummated, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether shall have all remedies available at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer fails to perform any obligation of Buyer’s DefaultBuyer under this Agreement. (Check if applicable) □ In addition to said deposit(s), INITIALS: Seller AB__ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.RFM__

Default by Buyer. In the event (a) If each condition set forth in Article 9 with respect to a Non-License Closing (other than any condition that has not been satisfied solely as a result of the failure an uncured misrepresentation or refusal breach of the representation or warranty of Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraphAgreement or a default by Buyer in the performance of its obligations under this Agreement) has been satisfied or waived, and Buyer has breached its obligation to effect the transactions to be consummated on the Non-License Closing Date by the forty-fifth (45th) day after the date hereof, then Seller shall be entitled to retain all deposits posted entitled, by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered to Buyer, to terminate this Agreement, and as other notices Seller's sole and exclusive remedy under this Agreement, and upon receiving notice to recover the amount of One Million Dollars ($1,000,000) from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller Buyer as liquidated damages, and upon the receipt of such disbursement payment by Seller, Buyer shall be discharged from all further liability under this Agreement; provided, however, Buyer shall have a period of ten (10) business days after receipt of Seller's written termination notice to cure any such misrepresentation, breach or default, and if Buyer cures such misrepresentation, breach or default within such ten (10) business day period, Seller shall have no right to terminate this Agreement shall terminate and be based on such misrepresentation, breach or default. (b) If each condition set forth in Article 9 with respect to the Closing (other than any condition that has not been satisfied solely as a result of no further force an uncured misrepresentation or effect except as otherwise expressly provided herein. In such eventbreach of representation or warranty of Buyer set forth in this Agreement or a default by Buyer in the performance of its obligations under this Agreement) has been satisfied or waived, Seller and Buyer agree that it would has breached its obligation to effect the transactions to be impractical and extremely difficult consummated on the Closing Date by the thirtieth (30th) day after the date on which the FCC Order shall have been issued, then Seller shall be entitled, by written notice to estimate the damages that Seller may suffer. ThereforeBuyer, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaultto terminate this Agreement, and as Seller’s 's sole and exclusive remedy (whether at law or in equity)under this Agreement, shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about recover the amount of damages suffered One Million Dollars ($1,000,000) from Buyer as liquidated 42 <PAGE> damages, and upon the receipt of such payment by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s)Seller, Buyer shall pay be discharged from all further liability under this Agreement; provided, however, Buyer shall have a period of ten (10) business days after receipt of Seller's written termination notice to cure any such misrepresentation, breach or default, and if Buyer cures such misrepresentation, breach or default within such ten (10) business day period, Seller the sum of $ shall have no right to terminate this Agreement based on such misrepresentation, all of which shall serve as agreed and liquidated damages for said breachbreach or default.

Default by Buyer. In If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Escrow Holder shall deliver the ▇▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Sections 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision), and (iii) this Agreement shall be terminated. If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money together with the interest accrued thereon shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to (i) Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether shall have all remedies available at law or in equityequity if, subsequent to or in connection with any of the foregoing events in subphrases (i), (ii) or (iii), Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (y) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (z) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be the right limited to receive those described in this Section 14(c) and retain the full amount of the deposit(s)Sections 15(f) and 15(l) hereof. If Closing is consummated, and Seller shall have all remedies available at law or in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer fails to perform any obligation of Buyer’s DefaultBuyer under this Agreement. (Check if applicable) □ In addition to said deposit(s), INITIALS: Seller _____ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach._____

Default by Buyer. In the event of the failure or refusal of the Buyer If ▇▇▇▇▇ fails to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made take title to the Property under on the terms hereof, as agreed and liquidated damages for said breach in addition Closing Date or refuses to other liquidated damages provided for by this agreement. Upon the occurrence perform any of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices Buyer’s obligations under this Agreement, and upon receiving such failure continues for a period of 5 days after written notice from thereof is mailed by Seller of to Buyer’s uncured default, Escrow Agent Buyer shall disburse the deposit to Seller as liquidated damages, and upon such disbursement be in default under this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided hereinAgreement. In such event, Seller may, by written notice to ▇▇▇▇▇, (i) keep all Deposits and Buyer agree that it would be impractical pursue any and extremely difficult all other remedies available to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether for such breach at law or in equity), shall be or (ii) terminate this Agreement and keep the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of Deposits as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of for Buyer’s default, it being agreed that Seller’s actual damages suffered by Seller in the event of a default by Buyer are difficult to estimate, and that the amount of the Deposits is a reasonable estimate of those damages and not a penalty. Additionally, if ▇▇▇▇▇ fails to take title to the Property on the Closing Date as required in this Agreement, then Seller may, in its sole discretion, agree to extend the date of Closing. Notwithstanding anything contrary contained in this Agreement, unless Section 3 does not apply, if Buyer has complied with the obligations set forth in subsection 3(b) of this Agreement, and if, despite Buyer’s Default. (Check if applicable) □ In addition to said deposit(s)best efforts, Buyer does not obtain unconditional approval for the Loan within the Initial Financing Period, Seller, at its option, may (i) terminate this Agreement,; or (ii) grant Buyer additional time in which to obtain loan approval. If Seller elects to terminate this Agreement without granting Buyer additional time in which to obtain loan approval, Seller will refund the Deposits to Buyer upon ▇▇▇▇▇’s execution of a mutual release agreement provided by Seller, if Seller determines that Buyer utilized good faith efforts to obtain approval for the Loan. If Seller does not determine that ▇▇▇▇▇ utilized good faith efforts to obtain approval for the Loan or if Buyer fails to obtain unconditional approval for the Loan despite Seller’s grant of additional time to obtain loan approval, Seller will have the right to retain the Deposits. No extension of ▇▇▇▇▇’s time to obtain loan approval shall pay to be binding upon Seller the sum of $ , unless in writing and signed by ▇▇▇▇▇▇’s Authorized Representative. Buyer shall be responsible for all of which shall serve as agreed and liquidated damages for said breachattorneys’ fees Seller incurs in enforcing this Agreement.

Default by Buyer. If, under the provisions of this Agreement, BUYER shall be obligated to complete the purchase of the Property but fails to do so on or before April 30, 1999 (unless caused by the default of SELLER), and such default of BUYER continues for a period of ten (10) days after written notice thereof from SELLER to BUYER, SELLER may terminate this Agreement by written notice thereof to BUYER which notice of termination shall be delivered to BUYER within five days after the aforementioned ten day cure period, and SELLER's sole right and exclusive remedy against BUYER shall be to obtain the Deposit (a) as consideration for the execution of this Agreement; (b) as agreed on liquidated damages sustained by SELLER because of such default by BUYER (the parties hereto agreeing that the retention of such funds shall not be deemed a penalty, and recognizing the impossibility of precisely ascertaining the amount of damages to SELLER because of such default and hereby declaring and agreeing that the sum so retained is and represents the reasonable damages of SELLER); (c) in full settlement of any claims of damages and in lieu of a specific performance by SELLER against BUYER; and (d) in consideration for the full and absolute release of BUYER by SELLER of any and all further obligations under this Agreement. In the event BUYER defaults hereunder, BUYER shall forthwith on demand by SELLER return to SELLER all title papers and other documents relating to the Property, including BUYER's copy of this Agreement. In addition, if BUYER shall be obligated to complete the purchase of the failure Property but fails to do so on or refusal before April 30, 1999 (unless caused by the default of SELLER), BUYER and SELLER shall notify Escrow Agent to release the Deposit to SELLER, and if BUYER cures the default and closes the transaction within said ten (10) day cure period, all prorations shall be made as of April 30, 1999 and BUYER shall pay to SELLER interest on the Purchase Price at the rate of eight (8%) percent per annum on the balance of the Buyer Purchase Price until the earlier of the Closing or the date this Agreement is terminated by SELLER or BUYER. If BUYER does not cure such default and close the transaction within said ten day period, and SELLER elects not to close terminate this transactionAgreement, without fault on Seller's part and without failure of titleBUYER may either: (i) terminate this Agreement by providing written notice thereof to SELLER, Seller, subject to Buyer’s right to cure as set forth in this paragraph, which case SELLER shall be entitled to retain all deposits posted the Deposit as set forth in (a), (b), (c), and (d) above; or (ii) continue to cure such default and close the transaction, in which case BUYER and SELLER shall notify Escrow Agent to release the Deposit to SELLER and interest shall continue to accrue at eight (8%) percent per annum until closing. If BUYER elects to continue to cure such default, BUYER or SELLER may terminate this Agreement by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar providing at least ten days after Seller gives Buyer prior written notice thereof delivered as other notices under this Agreementto the other, and upon receiving which notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse provide that if the deposit to Seller as liquidated damages, and upon such disbursement this Closing does not occur within said ten day period the Agreement shall terminate be terminated and SELLER shall be of no further force or effect except entitled to retain the Deposit as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer set forth in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equitya), shall be the right to receive and retain the full amount of the deposit(s(b), (c), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicabled) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachabove.

Default by Buyer. In If the event Buyer, after exercise of the failure or refusal Option, fails to proceed with the completion of the Buyer to close Sale as required by this transactionagreement, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, the Seller shall be entitled to retain the Option Price as liquidated damages and shall have no further recourse against the Buyer. Assignment of the agreement The Buyer shall be entitled to assign this agreement and all deposits posted or any of its rights and obligations under it. Miscellaneous matters No amendment or variation to this agreement is valid unless in writing, signed by Buyer each of the parties or his authorised representative. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other sums paid of these terms. The parties acknowledge and agree that this agreement has been jointly drawn by Buyer hereunder includingthem and accordingly it should not be construed strictly against either party. So far as any time, date or period is mentioned in this agreement, time shall be of the essence. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future. The parties agree that electronic communications satisfy any legal requirement that such communications be in writing. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail. It shall be deemed to have been delivered: if delivered by hand: on the day of delivery; if sent by post to the correct address: within 72 hours of posting; if sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender. [Take care before agreeing to accept service by e-mail. It may be convenient, but not you or your counter party (the other side) could miss or accidentally delete the message]. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited tocompany or any comparable document intended to regulate any other corporate or collective body, any improvements made to the Property under then the terms hereof, as agreed of this agreement shall prevail. Each party shall bear its own legal costs and liquidated damages for said breach other costs and expenses arising in addition to other liquidated damages provided for by connection with the negotiation and drafting of this agreement. Upon The validity, construction and performance of this agreement shall be governed by the occurrence laws of the State of [State] and the parties agree that any Buyer default that remains uncured dispute arising from it shall be litigated only in the State of [State]. Signed by [personal name] on behalf of [name of Seller] as its / his representative who personally accepts liability for calendar days after Seller gives Buyer written notice thereof delivered as other notices under the proper authorisation by [name of Seller] to enter into this Agreement, and upon receiving notice from Seller agreement. Signed by [personal name] on behalf of [name of Buyer’s uncured default] as its / his representative who personally accepts liability for the proper authorisation by [name of Buyer] to enter into this agreement. Signed by [personal name] Schedule 1 - Description of Land and development proposals Schedule 2 - Rights granted and reserved Schedule 3 - Planning applications and information Schedule 4 - Leases, Escrow Agent tenancies and other occupational rights Schedule 5 - Restrictive covenants The transfer of sale of the Land to the Buyer shall disburse contain the deposit following covenants. The Buyer shall not: [keep any domestic animal bred for meat or wool on the Land]; use or permit the use on the Land for any purpose except [residential housing / development of . . . ]; [continue the list as required]. Date: [Enter] To, [Name of the Seller] [Address] Option for [name of Buyer] to Seller buy land at [address] Agreement dated [date]. Dear [name of the Seller], I write to you to serve this notice upon you to exercise of the option to purchase the above and as liquidated damagespermitted by the above agreement between us. I therefore now confirm that I exercise my right to purchase all your interest in the Land. I enclose my cheque for $ [amount], in payment of the deposit. My solicitor is [details]. If you would kindly give me the name of your own solicitor, I will take it from there and upon such disbursement this Agreement shall terminate no doubt he will be in touch with you for your instructions. Please do not hesitate to contact me if you can think of anything else we need to discuss. For and be on behalf of no further force or effect except as otherwise expressly provided hereinBuyer; Signature: Date: An option agreement is unusual in that it is a selling proposal. It is up to you to convince the land owner that he should sign to a deal proposed by you. You therefore have a problem in deciding how far to push for terms which protect you. In such eventour experience, Seller most option agreements are rough and Buyer agree simple. The optioner takes many risks. This agreement is a complete and thorough version which provides a full framework. But if you need to soften it for negotiation purposes, that it would be impractical and extremely difficult is your choice. This agreement is a full version of a fairly basic deal. Nevertheless, there are many drafting options, which we will now explain. Where we refer to estimate “option” lower case, we mean your drafting option. Where we use upper case, we refer to the damages that Seller may suffer. Therefore, Seller and Buyer agree that Option to buy land - the reasonable estimate subject of the total net detriment agreement. In these notes, we have assumed that Seller would suffer in you are the event of Buyer’s Default, optioner and Seller’s sole remedy (whether at law or in equity), shall be the right to receive that you have some property experience and retain the full amount some experience of the deposit(s)legal process, or that you are a property professional. This agreement may not be effective if you fail to complete some vital element, such as the matters set out in paragraphs 3 and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach5.

Default by Buyer. In the event If Buyer fails to perform any obligation of the Buyer under this Agreement prior to or at Closing and does not cure such failure (a) within three (3) Business Days after receipt of written notice from Seller asserting such failure, if Buyer (i) fails to timely pay or refusal deposit any amount of the Buyer money required to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted paid or deposited by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, or (ii) fails to timely deliver Closing Documents or authorize Closing if and upon receiving when required of Buyer for Closing to occur under this Agreement, or (b) within ten (10) days after receipt of written notice from Seller asserting any such failure, if Buyer fails to perform any other obligation of Buyer (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer, to terminate this Agreement and receive the Deposit as Seller’s uncured default, agreed and total liquidated damages by giving written notice of termination to ▇▇▇▇▇ and Escrow Agent shall disburse within thirty (30) days after the deposit to Seller as liquidated damagesoccurrence of such Buyer Default. Upon ▇▇▇▇▇▇’s receipt of the Deposit, and upon such disbursement neither of the Parties will thereafter have any further rights, liabilities or obligations under this Agreement shall terminate and be except for Obligations Surviving Termination. The Parties have agreed that ▇▇▇▇▇▇’s actual damages in the event of no further force or effect except as otherwise expressly provided herein. In such event, Seller and a Buyer agree that it Default would be impractical and extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the facts and circumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer incur in the event of Buyer’s a Buyer Default, and Seller’s sole remedy (whether at law or in equity), shall be . Each Party specifically confirms the right to receive and retain the full amount accuracy of the deposit(s)statements made above and the fact that each Party was represented by counsel who explained, and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller at the time this Agreement was made, the consequences of this liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachprovision.

Default by Buyer. In the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the The occurrence of any of the following events shall constitute an Event of Default by Buyer: 17.2.1 Buyer default fails to pay any amount payable by Buyer to Seller (other than amounts in dispute that remains uncured are not expressly required by this Agreement to be paid) pursuant to this Agreement for calendar days fifteen (15) Days after Seller gives the same shall have become due and payable and Buyer fails to cure such failure to pay within fifteen (15) Days after receipt of written notice thereof delivered as other notices demand therefor from Seller. 17.2.2 Buyer fails to perform or observe any material obligation of Buyer under this Agreement, other than those obligations included in this Section 17.2, which failure materially and upon receiving adversely affects the ability of Seller or Buyer to perform their respective obligations under this Agreement and continues for a period of thirty (30) Days after written notice thereof from Seller (unless such cure is not capable of Buyer’s uncured defaultbeing effected within such thirty (30) Day period, Escrow Agent in which case Buyer shall disburse the deposit have an additional thirty (30) Day period in which to perform such cure.) 17.2.3 Any representation or warranty made by Buyer herein or in any certificate delivered to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force pursuant hereto or effect except as otherwise expressly provided herein. In such event, Seller and by Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy Guarantor (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition in the Buyer Guaranty shall prove to said deposit(s)be incorrect in any material respect when made, unless Buyer shall promptly commence and diligently pursue action to cause such representation or warranty to become true in all material respects and does so within thirty (30) Days after notice thereof has been given to Buyer by Seller (unless such cure is not capable of being effected within such thirty (30) Day period in which case Buyer shall have an additional thirty (30) Day period in which to perform such cure) and such cure removes any material adverse effect on Seller of such representation or warranty having been incorrect. 17.2.4 A court having jurisdiction shall enter: (i) a decree or order for relief in respect of Buyer in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law; or (ii) a decree or order adjudicating Buyer bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Buyer under any applicable Federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of Buyer or of any substantial part of its affairs. 17.2.5 Buyer shall: (i) commence a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; (ii) consent to the entry of a decree or order for relief in respect of Buyer in any involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it; (iii) file any petition, answer or consent seeking reorganization or relief under any applicable Federal or state law; (iv) consent to the filing of any petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of Buyer or of any substantial part of its property; (v) make an assignment for the benefit of creditors; (vi) admit in writing its inability to generally pay its debts as they become due; or (vii) take any action in furtherance of any of the foregoing. 17.2.6 Buyer fails to Seller comply or cause compliance with the sum Buyer Performance Security requirements of $ , all Section 7.2 or Buyer Guarantor (if applicable) breaches any of which shall serve as agreed and liquidated damages for said breachits obligations under the Buyer Guaranty.

Default by Buyer. In the event If Buyer fails to perform any obligation of the Buyer under this Agreement prior to or at any Closing and does not cure such failure (a) within (i) two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or refusal deposit any amount of the Buyer money required to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted paid or deposited by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving or (ii) five (5) Business Days after receipt of written notice from Seller asserting such failure, if fails to timely deliver Closing Documents or authorize Closing if and when required of Buyer for Closing to occur under this Agreement, or (b) within fifteen (15) Business Days after receipt of written notice from Seller asserting any such failure, if Buyer fails to perform any other obligation of Buyer (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer, to terminate this Agreement and receive the Deposit as Seller’s uncured default, agreed and total liquidated damages by giving written notice of termination to Buyer and Escrow Agent shall disburse within thirty (30) days after the deposit to Seller as liquidated damages, and upon occurrence of such disbursement this Agreement shall terminate and be Buyer Default. The Parties have agreed that Se▇▇▇▇’s actual damages in the event of no further force or effect except as otherwise expressly provided herein. In such event, Seller and a Buyer agree that it Default would be impractical and extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the facts and circumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer incur in the event of Buyer’s a Buyer Default, and Seller’s sole remedy (whether at law or in equity), shall be . Each Party specifically confirms the right to receive and retain the full amount accuracy of the deposit(s)statements made above and the fact that each Party was represented by counsel who explained, and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller at the time this Agreement was made, the consequences of this liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachprovision.

Default by Buyer. (a) In the event Buyer should fail to consummate the transaction contemplated herein for any reason except for (i) any permissible reasons set forth herein or (ii) Seller’s default, Seller may retain the Purchase Price, such sum being agreed upon as liquidated damages for the failure of Buyer to perform the duties, liabilities and obligations imposed upon it by the terms and provisions of this Agreement and because of the failure difficulty, inconvenience and uncertainty of ascertaining actual damages, and no other damages, rights or refusal remedies shall in any case be collectible, enforceable or available to Seller other than as provided in this paragraph. Seller agrees to accept and take the Purchase Price as its total damages and relief hereunder in such event. It is the express intent of this paragraph that there shall be no personal liability whatsoever on the part of Buyer to close under this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure Agreement except as set forth in this paragraphSections 1.03, 5.03, 6.01 and 8.01 and the next sentence. (b) The covenants and restrictions recited in Section 3.02 (i) and (ii) shall be entitled set forth in the special warranty deed and shall be binding upon the Buyer, its successors and assigns and any subsequent transferee of the property. In the event it appears that the Buyer or any transferee of the property is in violation of either or both of the covenants and restrictions, the Seller shall notify the Buyer or transferee of the violation(s) in writing and its obligation to retain all deposits posted by cure the violation(s) within ninety (90) days from the date of delivery of the notice. In the event the violation(s) are not cured within said ninety (90)-day period, the ownership of the property shall revert to the Seller. The Seller shall be obligated to file an Affidavit with the Court having jurisdiction in which the property is located attesting to the fact of the violation(s) of the deed restrictions and the failure to cure as provided above. Upon receipt of the Affidavit the Court shall order the Buyer, its successors or assigns or any subsequent transferee then owning the property to transfer and convey the property back to the Seller. Upon a failure to convey the property back to the Seller within ten (10) days of the date of the Court’s order, the order of the Court shall operate as an automatic conveyance and a certified copy of the order shall be filed in the office of the Lorain County Recorder to be recorded in the same manner as any other deed of record. Notwithstanding anything contained herein to the contrary, Buyer and Seller acknowledge and agree that upon any other sums paid by event of reversion as further set forth herein, the requirement of Buyer hereunder including, but not or any of its successors and assigns (as well as any subsequent transferee of the Property) to transfer and convey the Property back to the Seller shall be limited to, to the real property and any improvements made to thereto that constitute the Property under the terms hereof, as agreed and liquidated damages for said breach Facility in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.“cold dark shell”

Default by Buyer. In If Buyer defaults in performing its obligations under this Agreement in any material respect (except in the event case of the Buyer’s failure or refusal of the Buyer to close this transactionon the Final Closing Date, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, which case there shall be entitled to retain all deposits posted by Buyer no cure period), and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer such default that remains continues uncured for calendar five (5) days after Seller gives Buyer written notice thereof delivered of such default, then for so long thereafter as other notices such default continues uncured, Seller, as its sole and exclusive remedy for any such default, shall be entitled to terminate this Agreement by giving Buyer written notice to such effect, and thereafter (i) Escrow Agent shall deliver the E▇▇▇▇▇▇ Money to Seller, (ii) to the extent the TPG Loan has been entered into, Buyer shall cause TPG Lender to reduce the balance of the TPG Loan by $1,000,000.00 (the “TPG Loan Credit”), (i) and (ii) collectively as liquidated damages for Buyer’s default, and (iii) to the extent entered into, the Ground Lease shall be terminated as of the date of the termination of this Agreement, and neither party shall thereafter have any further rights or liabilities under this Agreement, except any obligation that, pursuant to the terms of this Agreement, specifically survives the termination of this Agreement. The parties acknowledge that the actual amount of damage resulting from a default by Buyer would be difficult or impossible to accurately ascertain, and that the foregoing sum is a reasonable estimate of such damages under the circumstances existing as of the date of this Agreement. The parties further acknowledge that the TPG Loan Credit is being provided in lieu of Buyer depositing an additional $1,000,000.00 of e▇▇▇▇▇▇ money at the Initial Closing, therefore the TPG Loan Credit is a material element of the transaction contemplated under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree TPG Lender agrees that it would be impractical and extremely difficult will properly credit the $1,000,000.00 against to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate balance of the total net detriment that Seller would suffer TPG Loan, in the event of Buyer’s Default, default under this Agreement (subject to any grace and cure period provided herein) and Seller’s sole remedy (whether termination of this Agreement in accordance with this Section 11.2(a). In the event TPG Lender fails to provide Seller the TPG Loan Credit as contemplated by this Section 11.2(a), then notwithstanding anything herein to the contrary, Seller shall be entitled to pursue any and all remedies against Buyer and/or TPG Lender, which may be available at law or and/or in equity), shall be including but not limited to damages in the right to receive and retain the full amount of the deposit(sE▇▇▇▇▇▇ Money and TPG Loan Credit (excluding, however, special, consequential and punitive damages), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.

Default by Buyer. In If the event Buyer, after exercise of the failure or refusal Option, fails to proceed with the completion of the Buyer to close Sale as required by this transactionagreement, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, the Seller shall be entitled to retain all deposits posted the Option Price as liquidated damages and shall have no further recourse against the Buyer. Miscellaneous matters No amendment or variation to this agreement is valid unless in writing, signed by Buyer each of the parties or his authorised representative. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other sums paid of these terms. The parties acknowledge and agree that this agreement has been jointly drawn by Buyer hereunder includingthem and accordingly it should not be construed strictly against either party. So far as any time, date or period is mentioned in this agreement, time shall be of the essence. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future. The parties agree that electronic communications satisfy any legal requirement that such communications be in writing. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail. It shall be deemed to have been delivered: if delivered by hand: on the day of delivery; if sent by post to the correct address: within 72 hours of posting; if sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender. [Take care before agreeing to accept service by e-mail. It may be convenient, but not you or your counter party (the other side) could miss or accidentally delete the message]. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited tocompany or any comparable document intended to regulate any other corporate or collective body, any improvements made to the Property under then the terms hereof, as agreed of this agreement shall prevail. Each party shall bear its own legal costs and liquidated damages for said breach other costs and expenses arising in addition to other liquidated damages provided for by connection with the negotiation and drafting of this agreement. Upon The validity, construction and performance of this agreement shall be governed by the occurrence laws of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, the State of [State] and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer parties agree that any dispute arising from it would shall be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer litigated only in the event State of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach[State].

Default by Buyer. In If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Sections 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision), and (iii) this Agreement shall terminate. If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money together with the interest accrued thereon shall be paid to and retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES (IN ADDITION TO ANY FEES AND COSTS TO WHICH SELLER IS ENTITLED UNDER SECTION 15(l)) AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER; PROVIDED, HOWEVER, NOTHING HEREIN SHALL RELIEVE BUYER OF THE INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. Notwithstanding anything to the contrary contained in this Section 14(c), in the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to (i) Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether shall have all remedies available at law or in equityequity if subsequent to or in connection with any of the foregoing events in subphrases (i), (ii) or (iii) Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (x) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (y) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be the right limited to receive those described in this Section 14(c) and retain the full amount of the deposit(sSections 4(c), 15(f) and 15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event Buyer fails to perform any obligation of Buyer’s DefaultBuyer under this Agreement. (Check if applicable) □ In addition to said deposit(s), INITIALS: Seller _____ Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach._____ 941120.4

Default by Buyer. In the event If Buyer fails to perform any obligation of the Buyer under this Agreement prior to or at any Closing and does not cure such failure (a) within (i) two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or refusal deposit any amount of the Buyer money required to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted paid or deposited by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving or (ii) five (5) Business Days after receipt of written notice from Seller asserting such failure, if fails to timely deliver Closing Documents or authorize Closing if and when required of Buyer for Closing to occur under this Agreement, or (b) within fifteen (15) Business Days after receipt of written notice from Seller asserting any such failure, if Buyer fails to perform any other obligation of Buyer (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer, to terminate this Agreement and receive the Deposit as Seller’s uncured default, agreed and total liquidated damages by giving written notice of termination to Buyer and Escrow Agent shall disburse within thirty (30) days after the deposit to Seller as liquidated damages, and upon occurrence of such disbursement this Agreement shall terminate and be Buyer Default. The Parties have agreed that Seller’s actual damages in the event of no further force or effect except as otherwise expressly provided herein. In such event, Seller and a Buyer agree that it Default would be impractical and extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the facts and circumstances existing as of the Effective Date, the amount of the Deposit is a reasonable Agreement of Purchase and Sale Coyote Portfolio estimate of the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer incur in the event of Buyer’s a Buyer Default, and Seller’s sole remedy (whether at law or in equity), shall be . Each Party specifically confirms the right to receive and retain the full amount accuracy of the deposit(s)statements made above and the fact that each Party was represented by counsel who explained, and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller at the time this Agreement was made, the consequences of this liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachprovision.

Default by Buyer. In Subject to the event of the failure or refusal of the Buyer conditions precedent to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as its obligations set forth in this paragraphAgreement, shall if Buyer does not complete Settlement on the Settlement Date and thereafter does not complete Settlement within five (5) days, such time to be entitled to retain all deposits posted by Buyer of the essence, or if Buyer, defaults on any of its other obligations hereunder, and any other sums paid by Buyer hereunder including, but such failure is not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar cured within ten (10) days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving Buyer’s receipt of notice from Seller of Buyer’s uncured defaultSeller, Escrow Agent shall disburse the deposit such time to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such eventthe essence, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether shall be to terminate this Agreement by written notice to Buyer and Escrow Agent, whereupon the Deposit will be paid to Seller. Such payment of the Deposit to Seller will be deemed to be liquidated damages for Buyer’s default and the receipt of same will be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity)equity against Buyer; provided, shall however, that the provisions of this Section will not limit Seller’s recourse against Buyer with respect to Buyer’s indemnifications of Seller relating to Seller’s Materials, Buyer’s Materials and Buyer’s Access Rights (defined in subsection 14(b) below) set forth in this Agreement and any obligation of Buyer under this Agreement that requires performance after Settlement. Buyer and Seller agree that the amount of Seller’s actual damages upon a Buyer default will be difficult to calculate and that the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within set forth in this Section 10 represents the meaning parties’ reasonable estimate of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachsuch damages.

Default by Buyer. In If the event Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) To the failure or refusal of the Buyer extent it has not previously been delivered to close this transaction, without fault on Seller's part and without failure of title, Seller, subject the Title Company shall deliver the ▇▇▇▇▇▇▇ Money Deposit to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to cure as set forth in enforce Buyer’s obligations pursuant to Section 4(a), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this paragraphliquidated damages provision). If the transaction is not consummated because of a default by Buyer, the ▇▇▇▇▇▇▇ Money Deposit together with the interest accrued thereon shall be entitled paid to retain all deposits posted and retained by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, and upon such disbursement IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. Notwithstanding anything to the contrary contained in this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such eventSection 14(c), Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaultdefault or a termination of this Agreement, and Seller’s sole remedy (whether Seller shall have all remedies available at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller equity in the event of BuyerBuyer or any party related to or affiliated with Buyer is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to the Property. In all other events, Seller’s Default. (Check if applicableremedies shall be limited to those described in this Section 14(c) □ In addition to said deposit(sand Sections 4(a), 15(f) and 15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Buyer shall pay fails to Seller the sum perform any obligation of $ , all of which shall serve as agreed and liquidated damages for said breachBuyer under this Agreement.

Default by Buyer. In the event The occurrence of any of the failure following events shall constitute a “Buyer Event of Default” (unless it results from a Force Majeure Event, a breach of this Agreement by Seller or refusal is otherwise excused pursuant to terms set forth in this Agreement): Buyer fails to pay any amount payable by Buyer to Seller (other than amounts in dispute that are not expressly required by this Agreement to be paid) pursuant to this Agreement after the same shall have become due and payable; Buyer fails to perform or observe any material obligation of Buyer under this Agreement, other than those obligations specifically addressed in this Section; Any representation or warranty made by Buyer herein or in any certificate delivered to Seller pursuant hereto shall prove to be incorrect in any material respect, unless Buyer shall promptly commence and diligently pursue action to cause the facts or circumstances which are the subject of such representation or warranty to become true in all material respects; and Buyer becomes Bankrupt. Notice and Opportunity to Cure Event of Default . Upon actual discovery of an Event of Default, the Non-Defaulting Party claiming the occurrence of such Event of Default shall promptly provide the Defaulting Party with written notice of the Event of Default and any remedy sought (“Notice of Default”). If such notice is to Seller with respect to a Seller Event of Default, then Buyer shall provide concurrent written notice to close this transactionLead Lender. The Defaulting Party shall have thirty (30) Days to (a) cure such default, without fault on Seller's part or (b) undertake dispute resolution pursuant to Article 16; provided, however, that notwithstanding the foregoing, as to a Seller Event of Default described in Section 12.1(vii) the cure period shall be as specified in Section 5.11(i), and without the cure period for failure of title, Seller, subject to Buyer’s right make any timely payment shall be five (5) Business Days. If the Defaulting Party chooses to cure such default and the default cannot be reasonably cured within such thirty (30) Day period, then the cure period shall be extended by an additional thirty (30) Days, so long as the alleged Defaulting Party diligently pursues efforts to cure such default; provided that no additional extension of the cure period will apply for an Event of Default described in Sections 12.1(i), 12.1(vi) and 12.2(i). Dispute of Claim of Seller Event of Default or Buyer Event of Default . If, within thirty (30) Days of the service of a Notice of Default pursuant to Section 12.3, the alleged Defaulting Party disputes in writing that an Event of Default has occurred, either Party may seek resolution of such dispute pursuant to the terms of Article 16, and this Agreement shall not be terminated by the Non-Defaulting Party prior to such resolution. Remedies . If an Event of Default has occurred, which is not cured as provided herein, then the Non-Defaulting Party may, at its discretion, take any or all of the following actions: Proceed by appropriate proceedings, judicial, administrative or otherwise at law, in equity or otherwise, to protect and enforce its rights, to recover any damages to which it may be entitled hereunder, and to enforce performance by the Defaulting Party, including specific performance of the Defaulting Party’s obligations hereunder. Declare an Early Termination Date and Calculation of Settlement Amounts as set forth in (a) through (d) below. Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default shall have occurred and be continuing, the Non-Defaulting Party shall have the right (x) to designate a day, no earlier than the day such notice is effective and no later than ninety (90) Days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate this paragraphAgreement and liquidate all amounts due and owing between the Parties, shall be entitled to retain all deposits posted by Buyer and (y) withhold any other sums paid by Buyer hereunder including, but not limited to, any improvements made payments due to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices Defaulting Party under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default(z) suspend performance. The Non-Defaulting Party shall calculate, Escrow Agent shall disburse the deposit to Seller as liquidated damagesin a commercially reasonable manner, and upon such disbursement a Settlement Amount for this Agreement shall terminate and be as of no further force or effect except as otherwise expressly provided herein. In such eventthe Early Termination Date (or, Seller and Buyer agree to the extent that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that in the reasonable estimate opinion of the total net detriment that Seller would suffer in Non-Defaulting Party certain of matters under the event of Buyer’s Default, Agreement are commercially impracticable to liquidate and Seller’s sole remedy (whether at law terminate or in equity), shall may not be the right to receive liquidated and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of terminated under applicable law and on the Early Termination Date, as soon thereafter as is intended reasonably practicable). Upon demand, the Defaulting Party shall promptly pay the Settlement Amount to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breachNon-Defaulting Party.