Common use of Default by Buyer Clause in Contracts

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement.

Default by Buyer. If In the event of the failure or refusal of the 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 under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit the Exxxxxx Money when requiredto Seller as liquidated damages, and upon such disbursement this Agreement shall automatically terminate and both parties shall be released of all no further liability hereunderforce or effect except as otherwise expressly provided herein. In such event, except for Seller and Buyer agree that it would be impractical and extremely difficult to estimate the obligations hereunder which expressly survive damages that Seller may suffer. Therefore, Seller and Buyer agree that the termination reasonable estimate of this Agreement. If Buyer fails to consummate the Closing on total net detriment that Seller would suffer in the Closing Dateevent of Buyer’s Default, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy (whether at law or in equity), shall be the right to receive and retain all Exxxxxx Money (including all interest thereon) as 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 both parties shall be released is intended to settle all issues and questions about the amount of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In damages suffered by Seller in the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure Default. (Check if applicable) □ In addition to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoingsaid deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain liquidated damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementfor said breach.

Default by Buyer. If Buyer fails to deposit perform its obligations under this Agreement, Seller may forfeit this Agreement as provided in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null and void and Seller's Attorney shall deliver the Exxxxxx Xxxxxxx Money when requiredto Seller, or, at Seller's option, upon thirty days' written notice of intention 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 payable. Thereafter, this Agreement shall automatically terminate may be foreclosed in equity and both parties shall be released of all further liability hereunderthe Court may appoint a receiver. Additionally, except for in the obligations hereunder which expressly survive the termination of this Agreement. If Buyer event Purchaser fails to consummate make any payment of the Closing on purchase price promptly when the Closing Datesame shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this Agreement shall automatically agreement or to terminate this agreement and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) 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 default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and both parties shall be released repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of all further liability hereunderthe covenant to make a deed, except and that every such action is any action arising on contract for the obligations hereunder which expressly survive recovery of money only, as if the termination of this Agreementpromise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. In the event No waiver by Sellers of any default on the part party of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties Purchaser shall be released construed as a waiver of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementany subsequent default.

Default by Buyer. If In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Buyer, Buyer and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Buyer and Seller hereby agree that (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment Seller would suffer in the event Buyer defaults and fails to deposit complete the Exxxxxx Money when requiredpurchase of the Property, this Agreement shall automatically terminate and both parties shall (b) such amount will be released the full, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of all further liability hereunderthe Property, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Buyer resulting in the failure of consummation of the 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, at Seller’s request, Buyer shall be immediately direct the Escrow Agent to retain all Exxxxxx release the Xxxxxxx Money (including all interest thereon) to Seller. Buyer will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure is not intended as a forfeiture or penalty but is intended to deposit the Exxxxxx Money when required hereunder or constitute liquidated damages to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall will limit Seller’s right to seek and obtain damages from remedies at law, in equity or as herein provided in the event of a breach by Buyer due to Buyer defaulting in its obligations hereunder which expressly survive of any of the termination of this AgreementTermination Surviving Obligations.

Default by Buyer. 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 deposit pay when due any invoice under said contract, all of the Exxxxxx Money when requiredforegoing 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 Agreement shall automatically terminate or any other contract with Seller and/or (2) may defer shipment and both parties shall 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 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 account of Buyer at public or private sales, Buyer is to be released responsible for the costs and expenses of all further liability hereundersuch sale and for any deficiency, Seller accounting to Buyer for any excess (Seller having the right to 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 for the obligations hereunder which expressly survive the termination of such warranties as are set forth in this Agreement. If Buyer fails to consummate the Closing on the Closing Dateparagraph 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, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunderFITNESS OR OTHERWISE, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have in the right, following Seller’s giving Buyer express written notice warranty of the supplier of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementcomponent.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, perform any obligation of Buyer under this Agreement shall automatically terminate prior to or at any Closing and both parties shall be released does not cure such failure (a) within (i) two (2) Business Days after receipt of all further liability hereunderwritten notice from Seller asserting such failure, except for the obligations hereunder which expressly survive the termination of this Agreement. If if Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall timely pay or deposit any amount of money required to be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of paid or deposited by Buyer under this Agreement. In the event , or (ii) five (5) Business Days after receipt of any default on the part of Buyerwritten notice from Seller asserting such failure, other than its failure if fails to deposit the Exxxxxx Money timely deliver Closing Documents or authorize Closing if and when required hereunder 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 consummate the Closing on the Closing Date as set forth aboveperform any other obligation of Buyer (any such failure, Sellerif not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on remedy against Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain 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 Exxxxxx Money (including all interest thereon) the facts and circumstances existing as liquidated damagesof the Effective Date, the amount of the Deposit is a reasonable Agreement of Purchase and Sale Coyote Portfolio estimate of the damages that Seller would incur in which eventthe event of 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, both parties shall be released of all further liability hereunderat the time this Agreement was made, except for the obligations hereunder which expressly survive the termination consequences of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementprovision.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default the failure or refusal of the Buyer to close this transaction, without fault on the Seller's part and without failure of title, Seller, subject to Buyer, other than its failure ’s right to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date cure as set forth abovein this paragraph, Sellershall be entitled to retain all deposits posted by Xxxxx and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as Seller’s sole agreed and exclusive remedy, shall have liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the right, following Seller’s giving 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 such default on Buyer’s failure uncured default, Escrow Agent shall disburse the deposit to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) Seller as liquidated damages, in which 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, both parties Xxxxxx and Xxxxx agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Xxxxxx and Xxxxx agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Xxxxx’s Default, and Xxxxxx’s sole remedy (whether at law or in equity), shall be released 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 further liability hereunder, except for issues and questions about the obligations hereunder which expressly survive amount of damages suffered by Seller in the termination event of this AgreementXxxxx’s Default. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing(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 Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain liquidated damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementfor said breach.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer fails shall pay all escrow cancellation charges, (ii) To the extent it has not previously been delivered to deposit Seller, the Exxxxxx Title Company shall deliver the Xxxxxxx Money when requiredDeposit to Seller as its full and complete liquidated damages and its sole and (Three Carnegie Plaza) exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to 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 Agreement shall automatically terminate and both parties liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Xxxxxxx Money Deposit together with the interest accrued thereon shall be released 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 XXXXXXX 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 Section 14(c), in the event of all further liability hereunder, except for the obligations hereunder which expressly survive the Buyer’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Buyer 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 remedies shall be limited to those described in this Section 14(c) and 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 fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released perform any obligation of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of under this Agreement.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the Closing Dateextent it has not previously been delivered to Seller, this Agreement the Title Company shall automatically terminate deliver Two Hundred Fifty Thousand and Seller’s No/100ths Dollars ($250,000.00) of the Xxxxxxx Money (the “Non-Refundable Xxxxxxx 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 be not limit the Seller’s right to retain all Exxxxxx 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 Xxxxxxx Money (including all 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 Xxxxxxx Money shall be paid to and retained by Seller as liquidated damages and both parties the remaining amount of the Xxxxxxx Money in excess of such liquidated damages amount, plus any interest on the Xxxxxxx Money, shall be released 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 XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ Purchase and Sale Agreement 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 all further liability hereunder(i) Buyer’s default under this Agreement, except for the obligations hereunder which expressly survive the (ii) a termination of this Agreement. In the event Agreement by Buyer, or (iii) a termination of any this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in equity 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 than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth aboveevents, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 4(c), as Seller’s sole 15(f) and exclusive remedy15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the right, following Seller’s giving event Buyer written notice fails to perform any obligation of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, INITIALS: Seller _____ Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement._____

Default by Buyer. If In the event that Buyer fails should fail to deposit consummate the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereundertransaction contemplated herein for any reason, except for the obligations hereunder which expressly survive the Seller's default or a permitted termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s 's sole and exclusive remedy shall be either (i) to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for enforce the obligations hereunder which expressly survive the termination specific performance of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder Agreement or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5ii) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damagesrecover the Xxxxxxx Money, in which event, both parties it being agreed between Seller and Buyer that such sum shall be released liquidated damages for a default by Buyer under this Agreement because of all further liability hereunderthe difficulty, except inconvenience, and uncertainty of ascertaining actual damages for the obligations hereunder which expressly survive the termination of this Agreementsuch default. The Exxxxxx amount of the Xxxxxxx Money amount is agreed represents Seller's and Buyer's best estimate of the damages that will be suffered by Seller because of Buyer's default. The prevailing party in any litigation brought pursuant to this section shall be entitled to 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 both parties Buyer under this agreement shall impair such right or remedy or be construed as liquidated damagesa 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 term, acknowledging covenant, or condition herein contained shall not be deemed to be a waiver of any other condition or of any subsequent breach of the difficulty same or any other term, covenant, or condition herein contained. All rights, powers, options or remedies afforded to Seller either hereunder or by law shall be cumulative and inconvenience of ascertaining and measuring actual damages not alternative, and the uncertainty thereof. Notwithstanding the foregoingexercise of one right, Buyer and Seller agree that nothing contained power, option or remedy shall not bar other rights, powers, options or remedies allowed herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementor by law.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, perform any obligation of Buyer under this Agreement shall automatically terminate prior to or at Closing, and both parties shall be released does not cure such failure (a) within two (2) Business Days after receipt of all further liability hereunderwritten notice from Seller asserting such failure, except for the obligations hereunder which expressly survive the termination of this Agreement. If if Buyer fails to consummate timely pay or deposit the Closing on the Closing Date, Deposit or any amount of money required to be paid or deposited by Buyer under this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be 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 retain all Exxxxxx Money timely deliver Closing Documents or authorize Closing (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunderwhich, except for notwithstanding anything to the obligations hereunder which expressly survive the termination of contrary contained elsewhere in this Agreement. In the event of , shall include a failure by Buyer to obtain any default on the part required internal approval of Buyer’s management (including, other than its failure to deposit the Exxxxxx Money without limitation, Buyer’s board of directors), or investment committee) if and when required hereunder or of Buyer for Closing to consummate the Closing on the Closing Date as set forth aboveoccur under this Agreement) (any such failure, Sellerif not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving remedy against Buyer written notice of for such default on Buyer’s failure to cure such default within five (5) business days following such notice being givenBuyer Default, to terminate this Agreement and retain 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 Exxxxxx Money (including all interest thereon) the facts and circumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in the event of 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, at the time this Agreement was made, the consequences of this liquidated damages, damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any payment or indemnification obligation in which event, both parties shall be released favor of all further liability hereunder, except for the obligations hereunder which expressly survive the Seller that survives Closing or termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging nor shall the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall foregoing limit Seller’s right to seek and obtain damages from pursue any remedy available at law or in equity in response to any breach of any covenant of Buyer due to Buyer defaulting in its obligations hereunder which expressly survive under this Agreement; provided, however, that Seller acknowledges that the remedy of termination of this AgreementAgreement and/or retention of the Deposit shall be available to Seller only upon the occurrence of a Buyer Default.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Xxxxxxx Money (or such portion thereof as has been required to be deposited with Escrowholder at the time of such termination) (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any material default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being givenbut not the obligation, to terminate this Agreement and retain all Exxxxxx Xxxxxxx Money (or such portion thereof as has been required to be deposited with Escrowholder at the time of such termination) (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Xxxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer (i) due to any slander of title by Buyer; (ii) due to any other action taken by Buyer which caused damage to the Property after the termination of this Agreement; or (iii) due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, perform any obligation of Buyer under this Agreement shall automatically terminate prior to or at any Closing and both parties shall be released does not cure such failure (a) within (i) two (2) Business Days after receipt of all further liability hereunderwritten notice from Seller asserting such failure, except for the obligations hereunder which expressly survive the termination of this Agreement. If if Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall timely pay or deposit any amount of money required to be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of paid or deposited by Buyer under this Agreement. In the event , or (ii) five (5) Business Days after receipt of any default on the part of Buyerwritten notice from Seller asserting such failure, other than its failure if fails to deposit the Exxxxxx Money timely deliver Closing Documents or authorize Closing if and when required hereunder 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 consummate the Closing on the Closing Date as set forth aboveperform any other obligation of Buyer (any such failure, Sellerif not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on remedy against Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain 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 Sexxxx’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 Exxxxxx Money (including all interest thereon) the facts and circumstances existing as liquidated damagesof the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in which eventthe event of 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, both parties shall be released of all further liability hereunderat the time this Agreement was made, except for the obligations hereunder which expressly survive the termination consequences of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementprovision.

Default by Buyer. If Buyer the Buyer, after exercise of the Option, fails to deposit proceed with the Exxxxxx Money when requiredcompletion of the Sale as required by this agreement, this Agreement shall automatically terminate and both parties the Seller shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be entitled to retain all Exxxxxx Money (including all interest thereon) the Option Price as liquidated damages and both parties shall have no further recourse against the Buyer. Assignment of the agreement The Buyer shall be released entitled to assign this agreement and all or any of all further liability hereunderits rights and obligations under it. Miscellaneous matters No amendment or variation to this agreement is valid unless in writing, except for signed by each of the obligations hereunder which expressly survive the termination parties or his authorised representative. If any term or provision of this Agreementagreement 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 of these terms. The parties acknowledge and agree that this agreement has been jointly drawn by them 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 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 default conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail. Each party shall bear its own legal costs and other costs and expenses arising in connection with the negotiation and drafting of this agreement. The validity, construction and performance of this agreement shall be governed by the laws of the State of [State] and the parties agree that any dispute arising from it shall be litigated only in the State of [State]. Signed by the parties Signed by [personal name] on behalf of [name of Seller] as its / his representative who personally accepts liability for the proper authorisation by [name of Seller] to enter into this agreement. Signed by [personal name] on behalf of [name of Buyer] 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, tenancies and other occupational rights Schedule 5 - Restrictive covenants The transfer of sale of the Land to the Buyer shall contain the following covenants. The Buyer shall not: [keep any domestic animal bred for meat or wool on the part Land]; use or permit the use on the Land for any purpose except [residential housing / development of . . . ]; [continue the list as required]. Notice of Exercise Date: [Enter] To, [Name of the Seller] [Address] Re: Notice of Exercise of option Option for [name of Buyer] to buy land at [address] Agreement dated [date]. Dear [name of the Seller], other than its failure I write to deposit you to serve this notice upon you to exercise of the Exxxxxx Money when required hereunder or option to consummate purchase the Closing on above and as permitted by the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have above agreement between us. I therefore now confirm that I exercise my right to purchase all your interest in the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damagesLand. 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 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 on behalf of Buyer; Signature: Date: Explanatory notes: Option to buy land and property: standard The politics of your deal 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 eventprotect you. In our experience, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreementmost option agreements are rough and simple. The Exxxxxx Money amount optioner takes many risks. This agreement is agreed upon by both parties a complete and thorough version which provides a full framework. But if you need to soften it for negotiation purposes, that is your choice. Many options 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 “option” lower case, we mean your drafting option. Where we use upper case, we refer to the Option to buy land - the subject of the agreement. In these notes, we have assumed that you are the optioner and that you have some property experience and some experience of the legal process, or that you are a property professional. Check every detail This agreement may not be effective if you fail to complete some vital element, such as liquidated damages, acknowledging the difficulty matters set out in paragraphs 3 and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement5.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer fails shall pay all escrow cancellation charges, (ii) to deposit the Exxxxxx extent it has not previously been delivered to Seller, the Title Company shall deliver the Xxxxxxx Money when requiredto 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 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 Agreement shall automatically terminate and both parties liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Xxxxxxx Money shall be released 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 XXXXXXX 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 Section 14(c), in the event of all further liability hereunder, except for the obligations hereunder which expressly survive the a termination of this Agreement, Seller shall have all remedies available at law or in 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 the Properties that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to any Property. If Buyer fails to consummate the Closing on the Closing DateIn all other events, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy remedies shall be limited to retain all Exxxxxx Money (including all interest thereonthose described in this Section 14(c) as liquidated damages and both parties shall be released of all further liability hereunderSections 4, except for the obligations hereunder which expressly survive the termination of this Agreement16(f) and 16(l) hereof. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving INITIALS: Seller _____ Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement._____

Default by Buyer. If Buyer fails to deposit If, under the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination provisions of this Agreement. If Buyer , BUYER shall be obligated to complete the purchase of the Property but fails to consummate do so on or before April 30, 1999 (unless caused by the Closing on the Closing Datedefault 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 automatically terminate be delivered to BUYER within five days after the aforementioned ten day cure period, and Seller’s SELLER's sole right and exclusive remedy against BUYER shall be to retain all Exxxxxx Money obtain the Deposit (including all interest thereona) 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 both parties shall be released 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 liability hereunder, except for the obligations hereunder which expressly survive the termination of 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 any this Agreement. In addition, if 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), 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 part Purchase Price at the rate of Buyer, other than its failure to deposit eight (8%) percent per annum on the Exxxxxx Money when required hereunder or to consummate balance of the Purchase Price until the earlier of the Closing on or the Closing Date 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 terminate this Agreement, BUYER may either: (i) terminate this Agreement by providing written notice thereof to SELLER, in which case SELLER shall be entitled to retain the Deposit as set forth in (a), (b), (c), and (d) above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure ; or (ii) continue to cure such default within five 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 (58%) business days following percent per annum until closing. If BUYER elects to continue to cure such notice being givendefault, to BUYER or SELLER may terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damagesby providing at least ten days prior written notice thereof to the other, in which event, both parties notice shall provide that if the Closing does not occur within said ten day period the Agreement shall be released of all further liability hereunderterminated and SELLER shall be entitled to retain the Deposit as set forth in (a), except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages(b), acknowledging the difficulty (c), and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement(d) above.

Default by Buyer. If Buyer fails Subject to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the conditions precedent to its obligations hereunder which expressly survive the termination of set forth in this Agreement. If , if Buyer fails to consummate the Closing does not complete Settlement on the Closing Date, this Agreement shall automatically terminate Settlement Date and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default thereafter does not complete Settlement within five (5) business days, such time to be of the essence, or if Buyer, defaults on any of its other obligations hereunder, and such failure is not cured within ten (10) days following after Buyer’s receipt of notice from Seller, such notice being giventime to be of the essence, Seller’s sole remedy shall be to terminate this Agreement by written notice to Buyer and retain all Exxxxxx Money (including all interest thereon) as Escrow Agent, whereupon the Deposit will be paid to Seller. Such payment of the Deposit to Seller will be deemed to be liquidated damagesdamages 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 which eventequity against Buyer; provided, both parties shall be released of all further liability hereunderhowever, except for that the obligations hereunder which expressly survive the termination provisions of this AgreementSection 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. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit the amount of Seller’s right actual damages upon a Buyer default will be difficult to seek calculate and obtain that the amount of the liquidated damages from Buyer due to Buyer defaulting set forth in its obligations hereunder which expressly survive this Section 10 represents the termination parties’ reasonable estimate of this Agreementsuch damages.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, defaults under this Agreement shall automatically terminate and both parties shall be released (including, but not limited to, Seller failing to deliver any of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing items listed under Section 5.3 on or before the Closing Date) and such default continues for ten (10) days following notice from Sellers to Buyer specifying the default (provided that no notice or cure period shall be required with respect to any default of any obligations to be performed at Closing), Sellers may terminate this Agreement shall automatically terminate and Seller’s sole and exclusive remedy by giving written notice to Buyer, in which event Sellers shall be entitled to retain all Exxxxxx immediate payment of the Xxxxxxx Money (including all interest thereon) as liquidated damages (Sellers and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring each hereby agreeing that determining Sellers’ actual damages would be difficult, and the uncertainty thereofXxxxxxx Money is a reasonable estimate of Sellers’ damages). Notwithstanding the foregoing, Buyer Sellers may enforce any provisions of this Agreement which survive Closing, and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages Sellers may recover from Buyer due its reasonable fees and costs of enforcing those provisions. A default by Buyer under the Harrisburg Purchase Agreement or by Buyer under the Joliet Purchase Agreement that occurs before the Closing contemplated under this Agreement shall be deemed to be a default by Buyer defaulting in its obligations hereunder which expressly survive the termination of under this Agreement.. Following a default by Buyer under the Harrisburg Purchase Agreement or Joliet Purchase Agreement and the expiration of any applicable notice and cure period thereunder that occurs before the Closing contemplated under this Agreement, Seller may pursue any of its remedies specified in this Section 12.2 as a default by Buyer hereunder. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT (A) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE XXXXXXX MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT, AND (B) THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERS. Sellers’ Initials _______ Buyer’s Initials ________

Default by Buyer. If In the event (i) Buyer fails or refuses to deposit close pursuant to the Exxxxxx Money when requiredterms of this Agreement or to fund the Loan Transaction; and (ii) all of the Conditions Precedent set forth herein and/or all of the conditions to funding the Loan Transaction contained in the Loan Commitment Letter and the Loan Documents, respectively, have been satisfied to the standard set forth herein or therein (collectively, the "Funding Conditions"), Buyer shall pay to Seller, as 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 both parties neither party shall be released of all have any further liability hereunder, except for the obligations hereunder which those liabilities that expressly survive the termination of this Agreement. If Without limitation of the foregoing, in no event shall Buyer fails be obligated to consummate pay the Closing Buyer Default Amount to Seller on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and account of both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit proceed with the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate transactions described in this Agreement and retain all Exxxxxx Money the Loan Transaction after the Funding Conditions have been satisfied such that the Buyer Default Amount would be payable twice (including all interest thereon) as liquidated damagessuch payment being a one time, in which event, aggregate payment on account of Buyer's failure to proceed with either or both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of transactions contemplated by this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages Agreement and the uncertainty thereofLoan Transaction after the Funding Conditions have been satisfied). Notwithstanding Additionally, should Buyer be obligated to pay the foregoingBuyer 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 agree that nothing contained herein on behalf of Buyer pursuant to the Loan Commitment Letter). Seller shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement.have no other remedy for

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the Closing Dateextent it has not previously been delivered to Seller, this Agreement the Title Company shall automatically terminate deliver the Xxxxxxx Money to Seller as its full and Seller’s 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 Xxxxxxx Money together with the interest accrued thereon shall be paid to retain all Exxxxxx Money (including all interest thereon) and retained by Seller as liquidated damages 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 XXXXXXX 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 both parties shall be released 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 all further liability hereunder(i) Buyer’s default under this Agreement, except for the obligations hereunder which expressly survive the (ii) a termination of this Agreement. In the event Agreement by Buyer, or (iii) a termination of any this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in 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 than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth aboveevents, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 15(f) and 15(l) hereof. If Closing is consummated, as Seller’s sole and exclusive remedy, Seller shall have all remedies available at law or in equity in the right, following Seller’s giving event Buyer written notice fails to perform any obligation of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, INITIALS: Seller _____ Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement._____

Default by Buyer. If In the event Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails should fail to consummate the Closing on the Closing Datetransaction contemplated herein for any reason except for (i) any permissible reasons set forth herein, this Agreement shall automatically terminate and or (ii) Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth abovedefault, Seller, as Seller’s its sole and exclusive remedy, may demand Escrow Agent to pay the balance of the Deposit to Seller, 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 difficulty, inconvenience and uncertainty of ascertaining actual damages, and no other damages, rights or remedies shall in any case be collectible, enforceable or available to Seller other than as provided in this Section. Seller agrees to accept and take the balance of the Deposit as its total damages and relief hereunder in such event. It is the express intent of this Section that there shall be no personal liability whatsoever on the part of Buyer under this Agreement. It is further understood and agreed that, in the event of such a default by Buyer, the Work referenced in Section 1.7 shall belong solely to Seller. In the event any portion of the Deposit has been used to pay the Expenses, Buyer shall be liable to pay the balance of the Deposit to Seller so that the amount of the Deposit which Seller receives is in no way off-set by the amount of Expenses that may have been paid as a result of the rightWork to either the Engineer or the Surveyor, following Seller’s giving or both. It is expressly provided, however, that Seller shall provide Buyer with written notice of such any default on Buyer’s failure 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 five the ten (510) business days following 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 being given, requirement or curative opportunity in the event the default is a failure by Buyer to terminate close the transaction contemplated by this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for on the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this AgreementClosing Date.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the Closing Dateextent it has not previously been delivered to Seller, this Agreement the Escrow Holder shall automatically terminate deliver the Xxxxxxx Money to Seller as its full and Seller’s 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 Xxxxxxx Money together with the interest accrued thereon shall be paid to retain all Exxxxxx Money (including all interest thereon) and retained by Seller as liquidated damages and both parties shall be released 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 XXXXXXX 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 all further liability hereunder(i) Buyer’s default under this Agreement, except for the obligations hereunder which expressly survive the (ii) a termination of this Agreement. In the event Agreement by Buyer, or (iii) a termination of any this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in equity 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 than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth aboveevents, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 15(f) and 15(l) hereof. If Closing is consummated, as Seller’s sole and exclusive remedy, Seller shall have all remedies available at law or in equity in the right, following Seller’s giving event Buyer written notice fails to perform any obligation of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, INITIALS: Seller _____ Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement._____

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, perform any obligation of Buyer under this Agreement shall automatically terminate prior to or at Closing and both parties shall does not cure such failure (a) within one (1) Business Day after receipt of written notice from Seller asserting such failure, if Buyer (i) fails to timely pay or deposit any amount of money required to be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of paid or deposited by Buyer under this Agreement. If , or (ii) 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 ten (10) days after receipt of written notice from Seller asserting any such failure, if Buyer fails to consummate the Closing on the Closing Dateperform any other obligation of Buyer (any such failure, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall if not cured within such period, being a “Buyer Default”), then Seller will be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Sellerentitled, as Seller’s sole and exclusive remedyremedy against Buyer, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being givenat law and/or in equity, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) receive the Deposit as Seller’s agreed and total liquidated damages, in which event, both parties damages by giving written notice of termination to Buyer and Escrow Agent after the occurrence of such Buyer Default. Seller shall be released of all further liability hereunder, except responsible for allocating the obligations hereunder which expressly survive the termination of this AgreementDeposit among each Selling Entity. The Exxxxxx Money amount is Parties have agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring 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 facts and circumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in the event of a Buyer Default. Each Party specifically confirms the accuracy of the statements made above and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree fact that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement.each Party was represented

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, perform any obligation of Buyer under this Agreement shall automatically terminate prior to or at Closing, and both parties shall be released does not cure such failure (a) within two (2) Business Days after receipt of all further liability hereunderwritten notice from Seller asserting such failure, except for the obligations hereunder which expressly survive the termination of this Agreement. If if Buyer fails to consummate timely pay or deposit the Closing on the Closing Date, Deposit or any amount of money required to be paid or deposited by Buyer under this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be 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 retain all Exxxxxx Money timely deliver Closing Documents or authorize Closing (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunderwhich, except for notwithstanding anything to the obligations hereunder which expressly survive the termination of contrary contained elsewhere in this Agreement. In the event of , shall include a failure by Buyer to obtain any default on the part required internal approval of Buyer’s management (including, other than its failure to deposit the Exxxxxx Money without limitation, Buyer’s board of directors), or investment committee) if and when required hereunder or of Buyer for Closing to consummate the Closing on the Closing Date as set forth aboveoccur under this Agreement) (any such failure, Sellerif not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving remedy against Buyer written notice of for such default on Buyer’s failure to cure such default within five (5) business days following such notice being givenBuyer Default, to terminate this Agreement and retain 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 Exxxxxx Money (including all interest thereon) the facts and circumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in the event of 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, at the time this Agreement was made, the consequences of this liquidated damages, damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any payment or indemnification obligation in which event, both parties shall be released favor of all further liability hereunder, except for the obligations hereunder which expressly survive the Seller that survives Closing or termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging nor shall the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall foregoing limit Seller’s right to seek and obtain damages from pursue any remedy available at law or in equity in response to any breach of any covenant of Buyer due to Buyer defaulting in its obligations hereunder which expressly survive under this Agreement; provided, however, that Seller acknowledges that the remedy of termination of this Agreement.Agreement and/or retention of the Deposit shall be available to Seller only upon the occurrence of a Buyer Default. Agreement of Purchase and SaleCMFT Portfolio 58

Default by Buyer. (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 an uncured misrepresentation or breach of representation or warranty of Buyer fails to deposit the Exxxxxx Money when required, set forth in this Agreement shall automatically terminate or a default by Buyer in the performance of its obligations under this Agreement) has been satisfied or waived, and both parties 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 released of all further liability hereunderentitled, except for the obligations hereunder which expressly survive the termination of by written notice to Buyer, to terminate this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and as Seller’s 's sole and exclusive remedy under this Agreement, to recover the amount of One Million Dollars ($1,000,000) from Buyer as liquidated damages, and upon the receipt of such payment by Seller, Buyer shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of discharged from all further liability hereunder, except for the obligations hereunder which expressly survive the termination of 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 based on such misrepresentation, breach or default. In (b) If each condition set forth in Article 9 with respect to the event of any default on the part of Buyer, Closing (other than any condition that has not been satisfied solely as a result of an uncured misrepresentation or breach of representation or warranty of Buyer set forth in this Agreement or a default by Buyer in the performance of its failure obligations under this Agreement) has been satisfied or waived, and Buyer has breached its obligation to deposit effect the Exxxxxx Money when required hereunder or transactions to consummate the Closing be consummated on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, by the thirtieth (30th) day after the date on which the FCC Order shall have the rightbeen issued, following Seller’s giving Buyer then Seller shall be entitled, by written notice of such default on to Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement Agreement, and retain all Exxxxxx Money as Seller's sole and exclusive remedy under this Agreement, to recover the amount of One Million Dollars (including all interest thereon$1,000,000) from Buyer as liquidated 42 <PAGE> damages, in which eventand upon the receipt of such payment by Seller, both parties Buyer shall be released of discharged from all further liability hereunder, except for the obligations hereunder which expressly survive the termination of under this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages; provided, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoinghowever, 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 agree that nothing contained herein shall limit Seller’s have no right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of terminate this AgreementAgreement based on such misrepresentation, breach or default. 14.2.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer fails shall pay all escrow cancellation charges, (ii) to deposit the extent it has not previously been delivered to Seller, the Title Company shall deliver the Exxxxxx Money when required, this Agreement shall automatically terminate to Seller as its full and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate complete liquidated damages and Seller’s its sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate provided that this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties provision shall be released of all further liability hereunder, except for not limit the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek enforce Buyer’s obligations pursuant to Section 4(d), 15(f) and 15(l), and to obtain monetary damages from Buyer due pursuant to Buyer defaulting 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 Exxxxxx 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 EXXXXXX 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 its obligations hereunder which expressly survive this Section 14(d), in the event of Buyer’s default or a termination of this Agreement not permitted by the terms of this Agreement., Seller shall have all remedies available at law or in equity in the event Buyer 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 remedies shall be limited to those described in this Section 14(d) and Sections 4(d), 15(f) and 15(l) hereof. INITIALS: Seller _AB__ Buyer _JRS__

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default the failure or refusal of the Buyer to close this transaction, without fault on the Seller’s part and without failure of title, Seller, subject to Buyer, other than its failure ’s right to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date cure as set forth above, Seller, as Seller’s sole and exclusive remedyin this paragraph, shall have be entitled to retain the right, following Seller’s giving xxxxxxx money deposit set forth in Section 4 posted by Xxxxx as liquidated damages for said breach. Upon the occurrence of any Buyer default that remains uncured for seven (7) calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of such default on Buyer’s failure uncured default, Escrow Agent shall disburse the deposit to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) Seller as liquidated damages, in which 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, both parties Xxxxxx and Xxxxx agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Xxxxxx and Xxxxx agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Xxxxx’s Default, and Xxxxxx’s sole remedy (whether at law or in equity), shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek receive and obtain 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 from Buyer due is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to Buyer defaulting settle all issues and questions about the amount of damages suffered by Seller in its obligations hereunder which expressly survive the termination event of this AgreementXxxxx’s Default.

Default by Buyer. In the event Buyer defaults in its obligations to close the purchase of the Property (a “Buyer Closing Default”), or 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 Agreement. If Buyer fails has a cure right pursuant hereto and timely cures the default, the default shall be deemed waived and this Agreement shall continue in full force and effect. Solely in the event of a Buyer Closing Default, (i) Sellers shall be entitled to deposit (and shall) receive the Exxxxxx Money when requiredDeposit as fixed and liquidated damages, this Agreement shall automatically terminate and both parties neither party shall be released of all have any further liability hereunder, except for the obligations hereunder 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 Buyer fails to consummate the Closing on the Closing Date, if this Agreement shall automatically terminate and Seller’s sole and exclusive remedy is terminated for any reason other than a Buyer Closing Default, then the Deposit shall be returned to retain all Exxxxxx Money Buyer. BUYER AND SELLERS ACKNOWLEDGE AND AGREE THAT: (including all interest thereon1) as liquidated damages and both parties 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. All of the foregoing shall be released without limitation upon the rights and remedies of all further liability Sellers hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In at law or in equity, in the event of a default by Buyer pursuant to Sections 5, 18 and 20 or any default on the part covenant, agreement, indemnity, representation or warranty of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate Buyer that survives the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive or the termination of this Agreement.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the Closing Dateextent it has not previously been delivered to Seller, this Agreement the Title Company shall automatically terminate deliver the Xxxxxxx Money to Seller as its full and Seller’s 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 Xxxxxxx Money together with the interest accrued thereon shall be paid to retain all Exxxxxx Money (including all interest thereon) and retained by Seller as liquidated damages and both parties shall be released 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 XXXXXXX 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 all further liability hereunder(i) Buyer’s default under this Agreement, except for the obligations hereunder which expressly survive the (ii) a termination of this Agreement. In the event Agreement by Buyer, or (iii) a termination of any this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in 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 than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth aboveevents, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 15(f) and 15(l) hereof. If Closing is consummated, as Seller’s sole and exclusive remedy, Seller shall have all remedies available at law or in equity in the right, following Seller’s giving event Buyer written notice fails to perform any obligation of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty Purchase and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Sale Agreement INITIALS: Seller _____ Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement._____

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on purchase and sale contemplated herein when required to do so pursuant to the Closing Date, provisions of this Agreement shall automatically terminate and (a "Buyer Default"), then Seller’s 's sole and exclusive remedy hereunder shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement by giving notice of such termination to Buyer and retain all Exxxxxx Money (including all interest thereon) as liquidated damagesEscrow Agent, in which event, both parties event the Escrow and this Agreement shall be released of terminated for all purposes, whereupon Escrow Agent shall pay the Earnest Money Deposit to Seller and shall return all other fundx, xxxxments and other items held in escrow to the Party that deposited same in escrow, and the Parties shall have no further liability hereunderrights or obligations under this Agreement, except that Buyer shall remain liable for its obligations under Sections 7 and 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 such Buyer Default, and the Parties hereby agree that said amount is a reasonable forecast of just compensation for the obligations harm that may be caused to Seller as a result of such Buyer Default, and that Seller's harm in the event of such a Buyer Default would be incapable of accurate estimation or very difficult to accurately estimate. Seller acknowledges and agrees that Seller shall not be entitled to any additional or other damages or other remedies whatsoever in the event of a default hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties Buyer, except as liquidated damages, acknowledging the difficulty provided in Sections 7 and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement9 hereof.

Default by Buyer. If The occurrence of any of the 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 is otherwise excused pursuant to terms set forth in this Agreement): Buyer fails to deposit the Exxxxxx Money when required, 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 automatically terminate have become due and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If payable; Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released perform or observe any material obligation of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. In the event of any default on the part of Buyer, other than its failure those obligations specifically addressed in this Section; Any representation or warranty made by Buyer herein or in any certificate delivered to deposit Seller pursuant hereto shall prove to be incorrect in any material respect, unless Buyer shall promptly commence and diligently pursue action to cause the Exxxxxx Money when required hereunder facts or circumstances which are the subject of such representation or warranty to consummate 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 Closing on Non-Defaulting Party claiming the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, occurrence of such Event of Default shall have promptly provide the right, following Seller’s giving Buyer Defaulting Party with written notice of the Event of Default and any remedy sought (“Notice of Default”). If such default on Buyer’s notice is to Seller with respect to a Seller Event of Default, then Buyer shall provide concurrent written notice to Lead Lender. The Defaulting Party shall have thirty (30) Days to (a) cure such default, 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 the cure period for failure to 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 five such thirty (530) business days 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 being givenis 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 Agreement and retain liquidate all Exxxxxx Money amounts due and owing between the Parties, (including all interest thereony) as liquidated damageswithhold any payments due to the Defaulting Party under this Agreement, and (z) suspend performance. The Non-Defaulting Party shall calculate, in which eventa commercially reasonable manner, both parties a Settlement Amount for this Agreement as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of matters under the Agreement are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable). Upon demand, the Defaulting Party shall be released of all further liability hereunder, except for promptly pay the obligations hereunder which expressly survive Settlement Amount to the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this AgreementNon-Defaulting Party.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default the failure or refusal of the Buyer to close this transaction, without fault on the Seller's part and without failure of Buyertitle, other than its failure Seller, subject to deposit the Exxxxxx Money when required hereunder or Xxxxx’s right to consummate the Closing on the Closing Date cure as set forth abovein this paragraph, Sellershall 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 Seller’s sole agreed and exclusive remedy, shall have liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the right, following Seller’s giving 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 such default on Buyer’s failure uncured default, Escrow Agent shall disburse the deposit to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) Seller as liquidated damages, in which 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, both parties Xxxxxx and Xxxxx agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Xxxxxx and Xxxxx agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Xxxxx’s Default, and Xxxxxx’s sole remedy (whether at law or in equity), shall be released 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 further liability hereunder, except for issues and questions about the obligations hereunder which expressly survive amount of damages suffered by Seller in the termination event of this AgreementXxxxx’s Default. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing(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 Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain liquidated damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementfor said breach.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event the Close of any 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 conditions to Buyer's obligations to close having been satisfied or waived), Seller will suffer damages in an amount which will, due to the special nature of the transaction contemplated by this agreement and the special nature of the negotiations which preceded this agreement, be impractical or extremely difficult to ascertain. In addition, Buyer wishes to have a limitation placed upon the 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 than its failure to deposit remedies which Seller may have in the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, event of Buyer's Default. Buyer and Seller, as Seller’s sole after due negotiation, hereby acknowledge and exclusive remedy, shall have agree that the right, following Seller’s giving Buyer written notice amount of the Deposit represents a reasonable estimate of the damages which Seller will sustain in the event of such default on Buyer’s failure 's Default. Buyer and Seller hereby agree that Seller may, in the event the Close of Escrow fails to cure such default within five occur due to Buyer's Default, (5a) business days following such notice being given, to terminate this Agreement by written notice to Buyer and retain all Exxxxxx Money (including all interest thereon) Escrow Holder, cancel the Escrow and receive the Deposit as liquidated damagesdamages and Escrow Holder shall immediately deliver the Deposit to Seller, in which event, both parties shall be released of all further liability hereunder, except or bring a suit for the obligations hereunder which expressly survive the termination specific performance of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging provided that any suit for specific performance must be brought within thirty (30) days of Buyer's Default, Seller waiving and releasing the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek bring suit at a later date. Such retention of the Deposit by Seller is intended to constitute liquidated damages to Seller and obtain damages from Buyer due shall not be deemed to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementconstitute a forfeiture or penalty.

Default by Buyer. If Buyer fails to deposit complete the Exxxxxx Money when required, purchase of the Property in accordance with the terms of this Agreement shall automatically (all conditions to Buyer's obligations having been satisfied or waived), Seller may (i) terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be by notice to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, SellerBuyer and, as Seller’s 's sole and exclusive remedy, retain the Xxxxxxx Money as liquidated damages, or (ii) specifically enforce this Agreement. Buyer expressly agrees that the delivery to and the retention of the Xxxxxxx Money by Seller represents a reasonable estimation of the damages in the event of Buyer'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 have not be applicable with respect to Buyer's obligations to be performed or enforced after Closing. Default by Seller. If Seller fails to complete the rightsale of the Property in accordance with the terms of this Agreement (all conditions precedent to Seller's obligations having been satisfied or waived), Buyer may elect to pursue any one or more of the following remedies: (a) terminate this Agreement, receive a refund of the Xxxxxxx Money; (b) xxx 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 parties agree shall include, without limitation, moving expenses and any other costs incurred by Buyer associated with leasing replacement premises), and there shall be no claim by Buyer for lost profits, consequential, indirect or special damages. Should Seller’s giving Buyer written notice 's lender fail to provide all releases and subordination agreements as required under this Agreement for any reason outside of such Seller's reasonable control, it shall not constitute a default on by Seller, but rather a failure of a condition precedent, and Buyer’s failure to cure such default within five (5) business days following such notice being given, 's sole remedy shall be to terminate this Agreement upon notice to Seller and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released receive a full refund of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this AgreementXxxxxxx Money.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer fails shall pay all escrow cancellation charges, (ii) To the extent it has not previously been delivered to deposit Seller, the Exxxxxx Title Company shall deliver the Xxxxxxx Money when requiredto 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 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 Agreement shall automatically terminate and both parties liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Xxxxxxx Money together with the interest accrued thereon shall be released 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 XXXXXXX 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 Section 14(c), in the event of all further liability hereunder, except for the obligations hereunder which expressly survive the Buyer’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Buyer 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 remedies shall be limited to those described in this Section 14(c) and 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 fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released perform any obligation of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. In the event of any default on the part of INITIALS: Seller Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer fails shall pay all escrow cancellation charges, (ii) to deposit the Exxxxxx extent it has not previously been delivered to Seller, the Title Company shall deliver the Xxxxxxx Money when requiredto 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 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 Agreement shall automatically terminate and both parties liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Xxxxxxx Money shall be released 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 XXXXXXX 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 Section 14(c), in the event of all further liability hereunder, except for the obligations hereunder which expressly survive the a termination of this Agreement, Seller shall have all remedies available at law or in 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 the Properties that would otherwise delay or prevent Seller from having clear, indefeasible, and marketable title to any Property. If Buyer fails to consummate the Closing on the Closing DateIn all other events, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy remedies shall be limited to retain all Exxxxxx Money (including all interest thereonthose described in this Section 14(c) as liquidated damages and both parties shall be released Sections 4, 16(f) and 16(l) hereof. Purchase and Sale Agreement Page 28 of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving 39 INITIALS: Seller _____ Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement._____

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate fully and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination timely comply with any term or provision of this Agreement, Seller shall give Buyer and 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 consummate timely cure the Closing on the Closing Datedefault, this Agreement shall automatically terminate and then Seller’s , as its sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for shall obtain and retain the obligations hereunder which expressly survive the termination of Earnest Money and cancel this Agreement. In Upon such a cancellation, xxxxxxt the event of any default on the part of need for instructions from Seller or Buyer, other than its failure Escrow Agent shall pay immediately the Earnest Money to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein the amount of xxxxxxs that would be incurred by Seller as 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 cxxxxxxxd to the contrary notwithstanding, no provision in this Agreement shall limit in any way impair Seller’s 's right to seek pursue any rights or remedies for indemnities or post-termination obligations hereunder. If this Agreement is terminated by Seller pursuant to this Section, Buyer shall not be entitled to collect the Penalty Payment (as defined in the Limited Liability Company Agreement of Buyer). All of Buyer's obligations and obtain damages from the time periods associated therewith shall be delayed to the extent Buyer due is unable to Buyer defaulting in perform any of its obligations hereunder which expressly survive on account of any strike or labor problem, act of God, 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 termination reasonable control of this AgreementBuyer ("Force Majeure").

Default by Buyer. 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 deposit pay when due any invoice under said contract, all of the Exxxxxx Money when requiredforegoing 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 Agreement shall automatically terminate or any other contract with Seller and/or (2) may defer shipment and both parties shall be released 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 difference between the resale price of such undelivered portion and the contract price thereof) and/or (4) may declare forthwith due and payable all further liability hereunder, except 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 obligations hereunder which expressly survive account of Buyer at public or private sales, Buyer is to be responsible for the termination costs and expenses of this Agreementsuch sale and for any deficiency, Seller accounting to Buyer for any excess (Seller having the right to 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. If Buyer fails to consummate the Closing on the Closing DateWARRANTY: EXCEPT FOR THE WARRANTY THAT THE PRODUCTS COMPLY WITH THEIR APPLICABLE SPECIFICATIONS, this Agreement shall automatically terminate and 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 exclusive Xxxxx’s sole remedy in the event of a breach of the above warranty shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunderreplace such nonconforming Products with an equivalent or newer version, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as determined by Seller’s sole and exclusive remedydiscretion. Seller may require Buyer to return the alleged defective Products to Seller, shall have the right, following EXW Seller’s giving Buyer written notice shipping origin, before remedying a breach of such default on the warranty. LIMITATION OF PROCEEDINGS: No action of any kind may be commenced against Seller more than one (1) year from the date Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released claim or cause of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and action against Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementfirst arose.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer fails shall pay all escrow cancellation charges, (ii) To the extent it has not previously been delivered to deposit Seller, the Exxxxxx Title Company shall deliver the Xxxxxxx Money when requiredto 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 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 Agreement shall automatically terminate and both parties liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Xxxxxxx Money together with the interest accrued thereon shall be released 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 DE1’ERNIINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX 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 Section 14(c), in the event of all further liability hereunder, except for the obligations hereunder which expressly survive the Buyer’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Buyer 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 remedies shall be limited to those described in this Section 14(c) and 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 fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released perform any obligation of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. In the event of any default on the part of INITIALS: Seller Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement.

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the Closing Dateextent it has not previously been delivered to Seller, this Agreement the Title Company shall automatically terminate deliver the Xxxxxxx Money to Seller as its full and Seller’s 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 Xxxxxxx Money together with the interest accrued thereon shall be paid to retain all Exxxxxx Money (including all interest thereon) and retained by Seller as liquidated damages and both parties shall be released 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 XXXXXXX 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 all further liability hereunder(i) Buyer’s default under this Agreement, except for the obligations hereunder which expressly survive the (ii) a termination of this Agreement. In the event Agreement by Buyer, or (iii) a termination of any this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in 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 than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth aboveevents, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 15(f) and 15(l) hereof. If Closing is consummated, as Seller’s sole and exclusive remedy, Seller shall have all remedies available at law or in equity in the right, following Seller’s giving event Buyer written notice fails to perform any obligation of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, INITIALS: Seller _____ Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement._____

Default by Buyer. If Buyer fails to deposit perform its obligations under this Agreement, Seller may forfeit this Agreement as provided in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null and void and Seller's Attorney shall deliver the Exxxxxx Money when requiredDown Payment to Seller, or, at Seller's option, upon thirty days' written notice of intention 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 payable. Thereafter, this Agreement shall automatically terminate may be foreclosed in equity and both parties shall be released of all further liability hereunderthe Court may appoint a receiver. Additionally, except for in the obligations hereunder which expressly survive the termination of this Agreement. If Buyer event Purchaser fails to consummate make any payment of the Closing on purchase price promptly when the Closing Datesame shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this Agreement shall automatically agreement or to terminate this agreement and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) 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 default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and both parties shall be released repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of all further liability hereunderthe covenant to make a deed, except and that every such action is any action arising on contract for the obligations hereunder which expressly survive recovery of money only, as if the termination of this Agreementpromise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. In the event No waiver by Sellers of any default on the part party of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties Purchaser shall be released construed as a waiver of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreementany subsequent default.

Default by Buyer. If Buyer fails defaults in performing its obligations under this Agreement in any material respect (except in the case of Buyer’s failure to deposit close on the Final Closing Date, in which case there shall be no cure period), and such default continues uncured for five (5) days after Seller gives Buyer written notice of such default, then for so long thereafter as 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 Exxxxxx Money when requiredto Seller, this Agreement (ii) to the extent the TPG Loan has been entered into, Buyer shall automatically terminate cause TPG Lender to reduce the balance of the TPG Loan by $1,000,000.00 (the “TPG Loan Credit”), (i) and both parties (ii) collectively as liquidated damages for Buyer’s default, and (iii) to the extent entered into, the Ground Lease shall be released terminated as of all further liability hereunder, except for the obligations hereunder which expressly survive date of the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, and neither party shall thereafter have any further rights or liabilities under this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunderAgreement, except for any obligation that, pursuant to the obligations hereunder which expressly survive the termination terms of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive specifically survives the termination of this Agreement. The Exxxxxx Money 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 agreed upon by both a reasonable estimate of such damages under the circumstances existing as of the date of this Agreement. The parties as liquidated damagesfurther acknowledge that the TPG Loan Credit is being provided in lieu of Buyer depositing an additional $1,000,000.00 of exxxxxx money at the Initial Closing, acknowledging therefore the difficulty TPG Loan Credit is a material element of the transaction contemplated under this Agreement, and inconvenience TPG Lender agrees that it will properly credit the $1,000,000.00 against to balance of ascertaining the TPG Loan, in the event of Buyer’s default under this Agreement (subject to any grace and measuring actual damages cure period provided herein) and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this AgreementAgreement 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 and/or in equity, including but not limited to damages in the amount of the Exxxxxx Money and TPG Loan Credit (excluding, however, special, consequential and punitive damages).

Default by Buyer. Should Buyer fail to timely make any of the payments due hereunder, as hereinabove scheduled, or fail or refuse to execute the instruments required to close this transaction on the scheduled date, or refuse to pay any costs or other sums as and when required by this Agreement, or fail to perform any of Buyer’s obligations hereunder or otherwise breach any term of this Agreement, then Buyer will be in default of this Agreement (hereinafter referred to as a “Default”). If Buyer fails is still in Default twenty (20) days after Seller sends written notice thereof to deposit Buyer, Seller may declare this Agreement terminated and receive and/or retain the Exxxxxx Money when requiredPayments as 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 termination by Seller of this Agreement pursuant to this Paragraph 14, all of Buyer’s rights under this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer cease and Seller agree that nothing contained herein shall limit Seller’s right may sell or hold the Unit without any accounting or further notification to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this AgreementBuyer.

Default by Buyer. If Buyer fails to deposit defaults in the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released performance of all further liability hereunder, except for the its obligations hereunder which expressly survive as to closing of the termination purchase of this Agreement. If Buyer fails to consummate the Closing on Property, Seller may obtain the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to eaxxxxx xoney deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement from ITEC and retain all Exxxxxx Money (including all interest thereon) the same as full and complete liquidated damages, in which event, both parties but this shall be released of all further liability hereunder, except not prohibit Seller from making a claim against Buyer for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereofany claim arising under Paragraph 6 hereof. Notwithstanding the foregoing, Buyer shall have the right, at its option, to pay the amount of the eaxxxxx xoney directly to Seller, in which case Seller shall, as a condition of receipt of such monies, execute any and all documents required by ITEC to release the reservation of monies held by ITEC as eaxxxxx xoney hereunder. Seller and Buyer have negotiated and hereby acknowledge and agree that nothing contained herein shall limit Seller’s right the actual damages which Seller would suffer on account of default of Buyer under this Contract are difficult, if not impossible to seek ascertain, and obtain both parties agree that the receipt by Seller of the eaxxxxx xoney paid by Buyer constitutes a reasonable estimate of the actual damages from Buyer Seller would suffer in the event of a default by Buyer. Notwithstanding the foregoing, if Buyer's failure to close the purchase of the Property is the due to termination by Buyer defaulting as set forth in its Paragraphs 3 or 7 hereof, Buyer shall be entitled to a refund of the eaxxxxx xoney deposit. Seller shall not have the right of specific performance of Buyer's obligations hereunder which expressly survive under this Contract, except for Buyer's obligation to restore the termination of this AgreementProperty as set forth in Paragraph 6 hereof.

Default by Buyer. If Buyer the Buyer, after exercise of the Option, fails to deposit proceed with the Exxxxxx Money when requiredcompletion of the Sale as required by this agreement, this Agreement shall automatically terminate and both parties the Seller shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be entitled to retain all Exxxxxx Money (including all interest thereon) the Option Price as liquidated damages and both shall have no further recourse against the Buyer. Miscellaneous matters No amendment or variation to this agreement is valid unless in writing, signed by 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 released treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of all further liability hereunderthat jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, except for each provision shall be interpreted as severable and shall not in any way affect any other of these terms. The parties acknowledge and agree that this agreement has been jointly drawn by them 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 hereunder 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 expressly survive the termination 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 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 Agreementagreement, 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 default on conflict between any term of this agreement and the part provisions of Buyerthe articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail. Each party shall bear its own legal costs and other than its failure to deposit costs and expenses arising in connection with the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth abovenegotiation and drafting of this agreement. The validity, Seller, as Seller’s sole construction and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice performance of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties agreement shall be released governed by the laws of all further liability hereunder, except for the obligations hereunder which expressly survive the termination State of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages [State] and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller parties agree that nothing contained herein any dispute arising from it shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting be litigated only in its obligations hereunder which expressly survive the termination State of this Agreement[State].

Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the Closing Dateextent it has not previously been delivered to Seller, this Agreement the Title Company shall automatically terminate deliver the Xxxxxxx Money to Seller as its full and Seller’s 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 Xxxxxxx Money together with the interest accrued thereon shall be paid to retain all Exxxxxx Money (including all interest thereon) and retained by Seller as liquidated damages and both parties shall be released 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 XXXXXXX 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 all further liability hereunder(i) Buyer’s default under this Agreement, except for the obligations hereunder which expressly survive the (ii) a termination of this Agreement. In the event Agreement by Buyer, or (iii) a termination of any this Agreement by Seller as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in equity 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 than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth aboveevents, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 4(c), as Seller’s sole 15(f) and exclusive remedy15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the right, following Seller’s giving event Buyer written notice fails to perform any obligation of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of Buyer under this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty INITIALS: Seller _____ Buyer _____ 15.Miscellaneous Purchase and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement.Sale Agreement 941120.4