Common use of Default by Buyer Clause in Contracts

Default by Buyer. If Buyer fails to 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 Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.

Default by Buyer. If A. Seller may, by written notice of default sent by registered letter to Buyer, terminate this Contract for cause upon the occurrence of any of the following circumstances: 1. if Buyer fails to make timely payments as required by Exhibit A and Article 5 herein and does not make any such required payment within five (5) days after notice from Seller; or, 2. if Buyer fails to perform its obligations under any other obligation which it is required to perform pursuant to this AgreementContract and Buyer does not act to commence correction of such failure within (30) days after notice of such failure is received from Seller. B. If this Contract is terminated pursuant to this Article, 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 Down Payment Buyer shall: 1. pay to Seller, or, at the full amounts of anticipated and reasonable profits Seller could have earned had it been permitted to complete this Contract; and, 2. assign to Seller all licenses of Buyer to use frequency allocations in any country to the fullest extent permitted by law; and, 3. return to Seller all documentation and technical data previously delivered to Buyer by Seller; and, 4. pay to Seller the portion of the prices for all partially completed milestones based upon actual work performed by Seller towards completion of such milestones; and, 5. pay to Seller all of Seller's optioncost of stopping the work under the Contract including its costs or terminating subcontracts and purchase commitments; and, 6. immediately pay to Seller all payments for milestones completed on or before the date of such default by Buyer as provided by Exhibit A. C. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE TO WHICH SELLER IS ENTITLED IN THE EVENT OF BUYER'S DEFAULT, 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)AND EXCEPT AS PROVIDED ABOVE, Seller may declare the entire balance immediately due and payable. ThereafterBUYER SHALL HAVE NO LIABILITY FOR SPECIAL, this Agreement may be foreclosed in equity and the Court may appoint a receiver. AdditionallyINDIRECT, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultINCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR LOST REVENUES.

Default by Buyer. If In the event Buyer fails should fail to consummate the transaction contemplated herein for any reason except for (i) any permissible reasons set forth herein, or (ii) Seller’s default, Seller, as 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 obligations 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, Seller may forfeit this Agreement as provided in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null . It is further understood and void and Seller's Attorney shall deliver the Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionallyagreed that, in the event Purchaser fails of such a default by Buyer, the Work referenced in Section 1.7 shall belong solely to make Seller. In the event any payment portion of the purchase price promptly when Deposit has been used to pay the same Expenses, Buyer shall become due 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 herein specifieda result of the Work to either the Engineer or the Surveyor, or promptly to perform any covenant or agreement herein containedboth. It is expressly provided, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided however, 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 repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action Seller shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers provide Buyer with written notice of any default hereunder, which notice shall provide Buyer with a ten (10) day grace period within which to cure any default of which notice has been given or such longer period of time as is reasonably necessary to cure the default if the nature of the default is such that it cannot be cured within the ten (10) day grace period and Buyer is diligently and continuously prosecuting such cure to completion but, in no event, longer than twenty (20) days; provided, however, that notwithstanding the foregoing there shall be no notice requirement or curative opportunity in the event the default is a failure by Buyer to close the transaction contemplated by this Agreement on the party of Purchaser shall be construed as a waiver of any subsequent defaultClosing Date.

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 perform its obligations pay when due any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this Agreementor any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the 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 responsible for the costs and expenses of such 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 forfeit this Agreement take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as provided above provided. WARRANTY: EXCEPT FOR THE WARRANTY THAT THE PRODUCTS COMPLY WITH THEIR APPLICABLE SPECIFICATIONS, BUYER MAKES NO REPRESENTATION OR WARRANTY AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR ANY OTHER MATTER. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF BUYER HAS ANY AUTHORITY TO BIND BUYER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY EXCEPT AS STATED IN THIS CONTRACT. LIMITED WARRANTY REMEDY: Seller’s sole obligation and Xxxxx’s sole remedy in Iowa Code (Chapter 656), in which case this Agreement the event of a breach of the above warranty shall be deemed null and void and to replace such nonconforming Products with an equivalent or newer version, determined by Seller's Attorney shall deliver ’s sole discretion. Seller may require Buyer to return the Down Payment alleged defective Products to Seller, orEXW Seller’s shipping origin, at Seller's option, upon thirty days' written notice of intention to accelerate the payment before remedying a breach of the entire balance due because warranty. LIMITATION OF PROCEEDINGS: No action 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 any kind may be foreclosed in equity and commenced against Seller more than one (1) year from the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment date Buyer’s claim or cause of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultagainst Seller first arose.

Default by Buyer. If (a) Subject to Section 6.1(b) hereof, if Buyer defaults ------ and/or fails to perform its obligations under consummate the transactions contemplated by this Agreement in accordance with the terms set forth herein for any reason other than (i) a Seller default as provided in Section 6.2(a) below (subject to the exceptions ------ set forth in Section 6.2(a) below and Seller's right to notice and cure as ------ provided in Section 6.2(b) below), (ii) despite Buyer's good faith efforts, the ------ failure of Buyer to consummate the Buyer Financing or (iii) the permitted termination of this Agreement by either Seller or Buyer as expressly provided in this Agreement, Seller may forfeit will be entitled to terminate this Agreement as provided in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null and void and obtain from Buyer a lump sum payment equal to the Default Fee plus Seller's Attorney shall deliver Expenses. Notwithstanding the Down Payment foregoing, if, despite Buyer's good faith efforts, Lender refuses to Sellerconsummate the Buyer Financing unless such refusal is based solely upon one or more of (i) the failure of any Project to comply with applicable parking codes, orordinances and/or governmental requirements, at Seller's option, upon thirty days' written notice of intention to accelerate the payment (ii) Seller being in default hereunder or (iii) a failure of the entire balance due because condition of Buyer's default (during which thirty days the default is not correctedSection 4.7(c), Seller may declare the entire balance ------ will be entitled to obtain from Buyer a lump sum payment equal to Seller's Expenses. The payment of such amounts due under this Section 6.1(a) shall be ------ paid by Buyer to Seller in immediately due and payable. Thereafter, available funds within thirty (30) days following such default. (b) Seller will not be entitled to terminate this Agreement may and Buyer will not be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails under any obligation to make any payment to Seller under Section 6.1(a) hereof, unless Seller shall have delivered written notice to ------ Buyer specifying Buyer's default or failure to consummate the transactions contemplated by this Agreement, and Buyer has a period of the purchase price promptly when the same thirty (30) days (except with respect to Buyer's obligation to close and any other obligation hereunder for which a shorter time period is expressly provided herein) within which to cure such default or failure, and if Buyer shall become due as herein specifiedcure such default or failure within such period, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or then Seller shall not be entitled to terminate this agreement Agreement under Section 6.1(a) hereof and retain as liquidated damages Buyer will not be under 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 repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant obligation ------ to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise payment 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 defaultSeller under Section 6.1(a) hereof. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.------

Default by Buyer. If Buyer fails to perform its obligations any obligation of Buyer under this Agreement prior to or at Closing, and does not cure such failure (a) within two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit the Deposit or any amount of money required to be paid or deposited by Buyer under this Agreement in connection with any Closing or (b) within five (5) Business Days after receipt of written notice from Seller asserting failure, if Buyer fails to timely deliver Closing Documents or authorize Closing (which, notwithstanding anything to the contrary contained elsewhere in this Agreement, shall include a failure by Buyer to obtain any required internal approval of Buyer’s management (including, without limitation, Buyer’s board of directors), or investment committee) if and when required of Buyer for Closing to occur under this Agreement) (any such failure, if not cured within such period, being a “Buyer Default”), then Seller may forfeit will be entitled, as Seller’s sole and exclusive remedy against Buyer for such Buyer Default, to terminate this Agreement and receive the Deposit as provided in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null Seller’s agreed and void and Seller's Attorney shall deliver the Down Payment to Seller, or, at Seller's option, upon thirty days' total liquidated damages by giving written notice of intention termination to accelerate Buyer and Escrow Agent within thirty (30) days after the payment occurrence 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 payablesuch Buyer Default. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiver. Additionally, The Parties have agreed that Seller’s actual damages in the event Purchaser fails of a Buyer Default would be extremely difficult or impracticable to make 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 fact that each Party was represented by counsel who explained, at the time this Agreement was made, the consequences of this liquidated damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any payment or indemnification obligation in favor of Seller that survives Closing or termination of this Agreement, nor shall the foregoing limit Seller’s right to pursue any remedy available at law or in equity in response to any breach of any covenant of Buyer under this Agreement; provided, however, that Seller acknowledges that the remedy of termination of this Agreement and/or retention of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser Deposit shall be construed as available to Seller only upon the occurrence of a waiver Buyer Default. Agreement of any subsequent default.Purchase and SaleCMFT Portfolio 58

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Title Company shall deliver Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00) of the 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 not limit the Seller’s right to enforce Buyer’s obligations pursuant to Sections 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision), (iii) the Title Company shall return the balance of the Xxxxxxx Money (and any interest thereon) to Seller, and (iv) this Agreement shall terminate. If the transaction is not consummated because of a default by Buyer, the Non-Refundable Xxxxxxx Money shall be paid to and retained by Seller as liquidated damages and the remaining amount of the Xxxxxxx Money in excess of such liquidated damages amount, plus any interest on the Xxxxxxx Money, shall be returned to Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE NON-REFUNDABLE 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 (i) Buyer’s default under this Agreement, (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller as a result of a default on the part of Buyer, 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 events, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 4(c), 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 perform its obligations any obligation of Buyer under this Agreement, . INITIALS: 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 Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default._____ Buyer _____

Default by Buyer. If Buyer fails to perform its obligations under fully and timely comply with any term or provision of this Agreement, Seller may forfeit 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 timely cure the default, then Seller, as its sole remedy hereunder, shall obtain and retain the Earnest Money and cancel this Agreement. Upon such a cancellation, xxxxxxt the need for instructions from Seller or Buyer, Escrow Agent shall pay immediately the Earnest Money to Seller. Buyer and Seller agree that 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 provided 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 Iowa Code (Chapter 656), in which case this Agreement shall be deemed null and void and in any way impair Seller's Attorney right to 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 deliver not be entitled to collect the Down Penalty Payment to Seller, or, at Seller's option, upon thirty days' written notice (as defined in the Limited Liability Company Agreement of intention to accelerate the payment of the entire balance due because Buyer). All 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 may be foreclosed in equity obligations and the Court may appoint a receiver. Additionally, in time periods associated therewith shall be delayed to the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly extent Buyer is unable to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, of its obligations on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers account of any default on the party strike or labor problem, act of Purchaser shall be construed as a waiver 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 subsequent defaultkind beyond the reasonable control of Buyer ("Force Majeure").

Default by Buyer. If Buyer shall be deemed to have defaulted ---------------- in its obligations (a "Default") and agreements set forth in Section 10.3.3.1 ------- hereof if all work included in the definition of Corrective Action has not been --- completed on the Real Property and/or the Tar Pits Property and all of the --- following events occur: a. An Agency seeks in a written notice to have Seller perform Corrective Action with respect to the Real Property or the Tar Pits Property; and b. Seller gives Buyer written notice of the Agency's written notice or order; and c. Buyer fails to 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 respond to the Agency and void and Seller's Attorney shall deliver timely commence taking the Down 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 appropriate action or entering into good faith negotiations with such Agency; and d. As a result of Buyer's failure to take appropriate action in response to such Agency notice, Agency performs Corrective Action and submits a claim or invoice against Seller for the cost of such performance; and e. Buyer does not pay the costs described in clause (d) above within thirty (30) days after receipt of a demand from Seller hereunder or provide a bond or other security for such costs reasonably acceptable to Seller so that Seller is not obligated to pay such costs to the Agency. Notwithstanding the foregoing, if, after the occurrence of a. and b. above, and despite Buyer's compliance with c., above, an Agency issues an order on Seller requiring Seller to perform Corrective Action, and the cost of performing or failure to perform such Corrective Action (including, without limitation, fines, penalties and/or interest for failure to perform) will or may in the aggregate exceed $250,000 and, based on the opinion of a "big 5" or other nationally recognized accounting firm reasonably acceptable to Buyer, which firm is not then retained by Seller for audit purposes, Seller will be required to disclose such order in its SEC filings and reserve against the costs of performing or failing to perform such order, Buyer shall be in default hereunder if Buyer has not provided such surety or bonds as are necessary to avoid the reserve requirement of Seller on or before the date for Seller's SEC filing in which such order shall be disclosed and such reserve requirement will be satisfied. If a Default occurs as defined in this Section 10.9, then Seller shall have the right to take such steps as necessary to cure such default (during which thirty days including the default is not corrected)right to enter onto the Real Property) and to recover from Buyer the costs reasonably expended by Seller to cure such default. In addition, Seller may declare shall have the entire balance immediately due and payable. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect exercise and exercise all rights and remedies afforded to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that Seller under the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed CDC Guaranty in a different instrument, similar manner and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultfashion against Buyer.

Default by Buyer. If Buyer Xxxxx fails to take title to the Property on the Closing Date or refuses to perform its any of Buyer’s obligations under this Agreement, and such failure continues for a period of 5 days after written notice thereof is mailed by Seller may forfeit to Buyer, Buyer shall be in default under this Agreement. In such event, Seller may, by written notice to Xxxxx, (i) keep all Deposits and pursue any and all other remedies available to Seller for such breach at law or in equity, or (ii) terminate this Agreement and keep the Deposits as provided liquidated damages for Buyer’s default, it being agreed that Seller’s actual damages in Iowa Code (Chapter 656)the event of a default by Buyer are difficult to estimate, in which case this Agreement shall be deemed null and void and Seller's Attorney shall deliver that the Down Payment to Seller, or, at Seller's option, upon thirty days' written notice of intention to accelerate the payment amount of the entire balance due because Deposits is a reasonable estimate of Buyer's default (during which thirty days the default is those damages and not corrected), Seller may declare the entire balance immediately due and payable. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiverpenalty. Additionally, in the event Purchaser if Xxxxx fails to make any payment take title to the Property on the Closing Date as required in this Agreement, then Seller may, in its sole discretion, agree to extend the date of Closing. Notwithstanding anything contrary contained in this Agreement, unless Section 3 does not apply, if Buyer has complied with the purchase price promptly when obligations set forth in subsection 3(b) of this Agreement, and if, despite Buyer’s best efforts, Buyer does not obtain unconditional approval for the same shall become due as herein specifiedLoan within the Initial Financing Period, Seller, at its option, may (i) terminate this Agreement,; or promptly (ii) grant Buyer additional time in which to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or obtain loan approval. If Seller elects to terminate this Agreement without granting Buyer additional time in which to obtain loan approval, Seller will refund the Deposits to Buyer upon Xxxxx’s execution of a mutual release agreement and retain as liquidated damages any payments theretofore made hereunder provided by Purchaser; provided Seller, if Seller determines that Buyer utilized good faith efforts to obtain approval for the Loan. If Seller does not determine that Xxxxx utilized good faith efforts to obtain approval for the Loan or if such payments are inadequate Buyer fails to compensate Sellers obtain unconditional approval for their damagesthe Loan despite Seller’s grant of additional time to obtain loan approval, or no payments Seller will have been made, Sellers may exercise their the 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 repayable by Purchaser, it being stipulated that retain the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent defaultDeposits. No waiver by Sellers extension of any default on the party of Purchaser Xxxxx’s time to obtain loan approval shall be construed as a waiver of any subsequent defaultbinding upon Seller unless in writing and signed by Xxxxxx’s Authorized Representative. Buyer shall be responsible for all attorneys’ fees Seller incurs in enforcing this Agreement.

Default by Buyer. If Buyer fails Thirty (30) days after notice thereof has been given to perform Buyer, the Seller, at its sole option, may cancel all of its obligations under this Agreementthe Option, the Agreement of Sale or the Contract of Sale, as applicable, without liability in the event of any of the following events: 1) With respect to the Buyer or any assignee of the Option duly approved by Seller (hereinafter referred to as the "Assignee"), (i) the filing by or against it or any case or other proceedings for any relief pursuant to the bankruptcy or insolvency laws of the United states, of any State, of the United States Virgin Islands, or of the Commonwealth of Puerto Rico; (ii) the filing of an answer admitting insolvency or inability to pay debts as they became due; (iii) a material adverse change in the financial condition of Buyer or any of the assumptions and representations under which the Option, the First Phase Note or the Contract of Sale were entered into; 2) The attachment, seizure, levy upon, or taking possession by any receiver, custodian or assignee for the benefit of creditors of a substantial part of any property of the Buyer or the Assignee. 3) If Buyer or the Assignee shall default in the performance of any of the obligations and agreements on its part to be performed under the Option or the Agreement of Sale or the First Phase Note. In the event that Seller decides to cancel its obligations under the Option or the Agreement of Sale or the Contract of Sale, as applicable, upon the happening of any of the events of default described above, then the Option Money and the Deposit, if any, shall be retained by Seller as additional consideration and liquidated damages for Such breach, whereupon Buyer, Seller may forfeit this and the Assignee, if any, shall be released and relieved from all liability towards each other and the Option, the Agreement of Sale and the Contract of Sale, as applicable, shall become null and void; it being understood that the right to retain the Option Money and the Deposit, if any, as compensation and liquidated damages shall be the sole remedy available to Seller in the event of such default except that Seller shall retain its right to seek legal and monetary remedies from Buyer and the Assignee in an amount in excess of the OptIon Money and the Deposit in the event an action or lack of action by Buyer or the Assignee results in damages to Seller; it being understood that failure by Buyer or the Assignee to exercise the Option as provided in Iowa Code (Chapter 656), in which case this Agreement Paragraph 3 hereof shall not be deemed null and void and Seller's Attorney shall deliver a lack of action by Buyer or the Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultAssignee.

Default by Buyer. (a) If a Buyer fails to perform its obligations has committed a Financial Default or a default under clause 23.1(a) and such default is not excused under this Agreement, the Seller may forfeit give a notice to the Buyer specifying reasonable details of the default (Seller’s Default Notice) and, without limiting any rights of the Seller under this Agreement in respect of the default, thereafter the Parties may confer to discuss the cause, effect of and prospects for curing the default. (b) Upon the Buyer’s receipt of the Seller’s Default Notice, the Seller may at any time after the date of the Buyer’s receipt of the Seller’s Default Notice, reduce or suspend deliveries of Gas to that Buyer during the continuation of such default until the default is cured or this Agreement is terminated. (c) If the default by the Buyer has extended beyond the date of the Seller’s Default Notice for a period of more than ten (10) Business Days for a Financial Default or more than thirty (30) Business Days for a default under clause 23.1(a), then the Seller may by written notice (Seller’s Termination Notice) terminate this Agreement effective at any time following the tenth (10th) Business Day for a Financial Default or the thirtieth (30th) Business Day for default under clause 23.1(a) from the Buyer’s receipt of the Seller’s Termination Notice as may be stated in the Seller’s Termination Notice provided that termination will not occur if the default is cured prior to the effective date of such termination as stated in the Seller’s Termination Notice. (d) Termination of this Agreement as provided in Iowa Code (Chapter 656)to any one Buyer shall not terminate, in which case impair, or diminish the obligations or rights of the other Buyer under this Agreement, and this Agreement shall be deemed null remain in full force and void effect as between the Seller and Seller's Attorney shall deliver the Down 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 such non-defaulting Buyer's . No default (during which thirty days the default is not corrected), Seller may declare the entire balance immediately due and payable. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser one Buyer shall be construed as interpreted or deemed to be a waiver of default by the other Buyer or to give rise to any subsequent defaultrights or remedies against the non-defaulting Buyer.

Default by Buyer. If In the event Buyer fails to perform defaults in its obligations under 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, Seller may forfeit 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 as provided in Iowa Code (Chapter 656)Agreement. If Buyer has a cure right pursuant hereto and timely cures the default, in which case 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 deemed null entitled to (and void shall) receive the Deposit as fixed and Seller's Attorney shall deliver the Down 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. Thereafterliquidated damages, this Agreement may shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement and (ii) Buyer shall immediately direct the Escrow Agent, in writing, to pay the Deposit to Sellers. Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated for any reason other than a Buyer Closing Default, then the Deposit shall be foreclosed returned to Buyer. BUYER AND SELLERS ACKNOWLEDGE AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLERS AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A BUYER CLOSING DEFAULT UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLERS AS A RESULT OF SUCH WITHDRAWAL AND BUYER CLOSING DEFAULT UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A BUYER CLOSING DEFAULT UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES THEREFOR. All of the foregoing shall be without limitation upon the rights and remedies of Sellers hereunder, at law or in equity and the Court may appoint a receiver. Additionallyequity, in the event Purchaser fails of a default by Buyer pursuant to make Sections 5, 18 and 20 or any payment covenant, agreement, indemnity, representation or warranty of Buyer that survives the purchase price promptly when Closing or the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce termination of this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultAgreement.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) To the extent it has not previously been delivered to Seller, the Title Company shall deliver the 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 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 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 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 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 perform its obligations any obligation of Buyer under this Agreement, . INITIALS: 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 Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.

Default by Buyer. If In the event (i) Buyer fails or refuses to perform its obligations under this Agreement, Seller may forfeit close pursuant to the terms of this Agreement as provided 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 Iowa Code the Loan Commitment Letter and the Loan Documents, respectively, have been satisfied to the standard set forth herein or therein (Chapter 656collectively, the "Funding Conditions"), in which case this Agreement Buyer shall be deemed null and void and Seller's Attorney shall deliver the Down Payment pay to Seller, oras fixed and liquidated damages (and not as a penalty), at Five Hundred Thousand and No/100 Dollars ($500,000) [the "Buyer Default Amount"] as Seller's optionsole remedy (hereunder, upon thirty days' written notice under the Loan Commitment Letter, the Term Sheet, the Commitment Letter, the Loan Term Sheet and otherwise), on account of intention to accelerate the payment of the entire balance due because either or both of Buyer's default (during which thirty days hereunder and failure to proceed to Closing or proceed with the default is not corrected), Seller may declare Loan Transaction. Upon payment of the entire balance immediately due and payable. ThereafterBuyer Default Amount, this Agreement may shall automatically terminate and neither party shall have any further liability hereunder, except for those liabilities that expressly survive the termination of this Agreement. Without limitation of the foregoing, in no event shall Buyer be foreclosed obligated to pay the Buyer Default Amount to Seller on account of both its failure to proceed with the transactions described in equity this Agreement and the Court may appoint Loan Transaction after the Funding Conditions have been satisfied such that the Buyer Default Amount would be payable twice (such payment being a receiverone time, aggregate payment on account of Buyer's failure to proceed with either or both of the transactions contemplated by this Agreement and the Loan Transaction after the Funding Conditions have been satisfied). Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant should Buyer be obligated to pay intermediate installmentsthe Buyer Default Amount pursuant to the terms hereof, or Buyer shall refund any Expenses paid by Seller, any Transaction Closing Costs paid by Seller hereunder (and any expenses paid by Seller on behalf of Buyer pursuant to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that Loan Commitment Letter). Seller shall have no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.other remedy for

Default by Buyer. If Buyer fails defaults under this Agreement in any material respect at or prior to perform Closing, Seller shall be entitled, as its sole and exclusive remedy, at law and/or in equity (without limiting Seller’s rights with respect to any indemnification obligations of Buyer under this Agreement or under Section 10.20 below), to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for Buyer’s breach of this Agreement, it being agreed between the parties hereto that the actual damages to 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 Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails of such breach are impractical to make any payment ascertain and the amount of the purchase price promptly when the same Xxxxxxx Money is a reasonable estimate thereof. 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 SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW AND/OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER AT OR PRIOR TO CLOSING (WITHOUT LIMITING SELLER’S RIGHT WITH RESPECT TO ANY INDEMNIFICATION OBLIGATIONS OF BUYER UNDER THIS AGREEMENT OR UNDER SECTION 10.20 BELOW). THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller _______ Buyer _______ Nothing contained in this Section 6.1 shall become due as herein specifiedlimit or prevent Seller from (a) asserting any legal or equitable claims against Buyer for Buyer’s obligation to pay attorneys’ fees and other amounts under Section 10.20, or promptly to perform (b) enforcing any covenant indemnity obligation of Buyer under this Agreement or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damagespreclude Seller from obtaining a damage award in connection therewith, or (c) enforcing Buyer’s other obligations and liabilities which survive Closing or a termination of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, in no payments have been madeevent shall Buyer be liable for, Sellers may exercise their and Seller hereby waives the right to sue collect or seek to collect, any consequential, speculative or punitive damages (including diminution in value) other than in connection with a claim 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 repayable by Purchaser, it being stipulated that indemnification of Seller and/or the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of Seller Related Parties where such parties have the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultforegoing liability.

Default by Buyer. If 10.9.1 Buyer shall be deemed to have defaulted in its obligations (a "Default") and agreements set forth in Section 10.3.3.1 ------- hereof and the last sentence of the first paragraph of Section 10.7 hereof with respect to subparagraph (d) below if: (a) any of the work described in the scope of work to be attached to the Remediation Stop Loss Insurance Policy (Capital Costs) has been abandoned for a period of two hundred forty (240) consecutive days; or -- (b) all work included in the definition of Corrective Action has not been completed on the Real Property and/or the Tar Pits --- Property and/or any operations, maintenance and monitoring obligations Buyer has assumed under this Agreement and/or the Omnibus Assignment and Assumption Agreement and/or which arise out of Buyer's Consent Order (collectively, the "O&M Obligations") and all of the following --------------- --- events occur: (i) An Agency seeks in a written notice to have Seller perform Corrective Action with respect to the Real Property or the Tar Pits Property and/or any of the O&M Obligations; and (ii) Seller gives Buyer written notice of the Agency's written notice or order; and (iii) Buyer fails to respond to the Agency and timely commence taking the appropriate action or entering into good faith negotiations with such Agency; and (iv) As a result of Buyer's failure to take appropriate action in response to such Agency notice or order, Agency performs Corrective Action and/or any of the O&M Obligations and submits a claim or invoice against Seller for the cost of such performance; and (v) Buyer does not pay the costs described in clause (iv) above within thirty (30) days after receipt of a demand from Seller hereunder or provide a bond or other security for such costs reasonably acceptable to Seller so that Seller is not obligated to pay such costs to the Agency. Notwithstanding the foregoing, if, after the occurrence of clause (b)(i) and (b)(ii) above, and despite Buyer's compliance with clause (b)(iii), above, an Agency issues an order on Seller requiring Seller to perform Corrective Action and/or any of the O&M Obligations, and the cost of performing or failure to perform such Corrective Action and/or any of the O&M Obligations (including, without limitation, fines, penalties and/or interest for failure to perform) will or may in the aggregate exceed $250,000 and, based on the opinion of a "big 5" or other nationally recognized accounting firm reasonably acceptable to Buyer, which firm is not then retained by Seller for audit purposes, Seller will be required to disclose such order in its SEC filings and reserve against the costs of performing or failing to perform such order, Buyer shall be in Default hereunder if Buyer has not provided such surety or bonds as are necessary to avoid the reserve requirement of Seller within ninety (90) days of written notice by Seller to Buyer of such reserve requirement; or -- (c) Buyer breaches its obligation to make the deposit, if required, under Section 10.9.4.1 below; or -- (d) Buyer breaches its obligation to make the deposits, if required, under Section 10.9.10 below. 10.9.2 If a Default occurs as defined in Section 10.9.1 and so long as such Default is continuing, then Seller shall have the right to take such steps as necessary to cure such Default which, with respect to a Default under (c) and (d) above shall include the right to take over the Corrective Action (including the right to enter onto the Real Property pursuant to the easement for remediation purposes reserved by Seller in the Deed) and to recover from Buyer the costs reasonably expended or due and payable by Seller to cure such Default. If Seller elects to undertake steps to cure all or any portion of such Default, then Seller shall be obligated to continue such steps as are necessary to cure the portion of the Default until Seller provides Buyer with written notice of its intent to cease such self-help remedies and thereafter Seller shall cease such self help remedies in accordance with such notice. In addition, Seller shall have the right to exercise all rights and remedies afforded to Seller under the CDC Guaranty in a similar manner and fashion against Buyer. 10.9.3 Buyer hereby assigns to Seller, on a non-exclusive basis, without releasing Buyer from any of its obligations under this Agreement or under the Omnibus Assignment and Assumption Agreement, to the extent necessary to exercise Seller's self-help rights after the occurrence and during the continuance of a Default, or pursuant to Section 10.9.4 or pursuant to Section 10.9.10, to the extent such items are assignable: (a) any and all governmental and regulatory licenses, permits, authorizing approvals or entitlements, whether now or hereafter acquired, pertaining to the Corrective Action or the O&M Obligations, as applicable, (b) any and all contracts, warranties, reports or rights pertaining to the Corrective Action or the O&M Obligations, as applicable, whether now or hereafter acquired, including, without limitation, any of the Assigned Items (as such term is defined in the Omnibus Assignment and Assumption Agreement) to the extent pertaining to the Corrective Action or the O&M Obligations, as applicable, and (c) any rights assigned to Buyer pursuant to the Assignment and Assumption of Certain Lease Rights, and (d) the IT Contract. The assignment contained in this Section 10.9.3 is made without recourse or warranty. The enumeration of the categories to be assigned in clauses (a)-(d) above shall not be deemed a representation or warranty by Buyer as to the existence of any such rights, and all rights being assigned under this Section 10.9.3 are being assigned on an "AS IS," "WHERE IS," "WITH ALL FAULTS" basis, without any representation or warranty of any kind or nature of Buyer, express, implied or statutory, as to the nature of the rights assigned under this Section 10.9.3 or their fitness for Seller's intended use or their assignability or enforceability. 10.9.4 For purposes of this Section 10.9.4, the word "completed" shall mean the date upon which Buyer has received and delivered to Seller may forfeit this Agreement as provided in Iowa Code (Chapter 656)a No Further Action Letter for the East Slag Pile parcel or received and delivered to Seller a Certificate of Completion for the East Slag Pile parcel or provides Seller notice that the East Slag Pile parcel has been endorsed onto the Real Estate Environmental Liability Insurance Policy. 10.9.4.1 If at the end of the sixth year of the term of the Remediation Stop Loss Insurance Policy, in which case this Agreement Buyer has not completed the "scope of work" attached to the Remediation Stop Loss Insurance Policy for the East Slag Pile parcel, Buyer shall be deemed null and void and Seller's Attorney shall deliver the Down Payment to Seller, orobligated, at Seller's optionits expense, upon thirty days' written notice to deposit cash into a pledged account in an amount equal to the difference between (i) Eight Million Eight Hundred One Thousand Two Hundred and Eleven Dollars ($8,801,211.00) and (ii) the amount of intention funds Buyer has reasonably paid to accelerate third parties to date on completing the payment "scope of work" on 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by PurchaserEast Slag Pile parcel; provided that the amount to be deposited in the cash account shall not exceed Five Million Dollars ($5,000,000). Notwithstanding the foregoing, if such payments are inadequate to compensate Sellers all of the Guaranteed Obligations other than completion of the "scope of work" for their damages, or no payments the East Slag Pile parcel have been madecompleted, Sellers the amount required to be deposited by Buyer under Section 10.9.4.1 above may be reduced by the amount of the Maximum Liability Amount (as defined in the Guaranty) as of the date such deposit is required under this Section 10.9.4.1. 10.9.4.2 If at the end of the seventh year of the Remediation Stop Loss Insurance Policy, Buyer has not completed the "scope of work" attached to the Remediation Stop Loss Insurance Policy for the East Slag Pile parcel, then notwithstanding the absence of a Default, Seller shall be entitled to exercise their right its self-help remedies under Section 10.9.2 and 10.9.3 with respect to sue the non-completed portion of the "scope of work" for damages the East Slag Pile parcel and may, together with Buyer, draw upon the cash collateral account described in this Section 10.9.4 to complete such "scope of work" on the East Slag Pile parcel. 10.9.4.3 Following completion of the "scope of work" for Purchaser’s default. Sellers may elect the East Slag Pile parcel and payment of amounts incurred in connection therewith (subject to bring actiongood faith disputes), or actionsany amounts deposited pursuant to Section 10.9.4.1 above shall be promptly released to Buyer. 10.9.5 Following the deposit of the amount due under Section 10.9.4.1 above, Buyer, and following the end of the seventh year of the Remediation Stop Loss Insurance Policy, Buyer, Seller and CDC (to the extent any amount has been drawn under the CDC Guaranty), shall be entitled to draw against such cash account solely for the purposes of paying third party costs incurred in connection with performing the "scope of work" on any intermediate overdue installment or on any payments, or payments made the East Slag Pile parcel by Sellers and repayable by Purchaser, it being stipulated delivering to the account holder a statement (the "East Slag Pile Draw Certification") certifying that the covenant amount requested in such draw has been incurred with third parties in the performance of such "scope of work" and, if the self-insured retention amount under the Remediation Stop Loss Insurance Policy has not been paid in full and such policy remains in effect, that to pay intermediate installments, or to pay items repayable by Purchaser is independent the best knowledge of the covenant certifying person after due inquiry (which for purposes of this provisions shall mean review of the Remediation Stop Loss Insurance Policy language and exclusions applicable to make determining what costs are applicable to the self- insured retention amount), is applicable toward the self-insured retention amount under the Remediation Stop Loss Insurance Policy. 10.9.6 If a deeddraw is requested by Buyer or CDC under Section 10.9.5, Seller shall have twenty (20) days from delivery of the East Slag Pile Draw Certification to review such East Slag Pile Draw Certification. If Seller does not object to such East Slag Pile Draw Certification during such twenty (20) day period, then the holder of the cash account shall disburse to Buyer or CDC, as the case may be, the amount of funds requested in the East Slag Pile Draw Certification. If during such twenty (20) day period Seller submits to Buyer or CDC, as applicable, a written certification that it has reviewed the East Slag Pile Draw Certification (and, if the self- insured retention amount under the Remediation Stop Loss Insurance Policy has not been paid in full and such policy remains in effect, the Insurance Policies) and the documents described in Section 10.9.8 below and believes, based upon such review and after consultation with counsel, that the amount requested in the East Slag Pile Draw Certification is not applicable toward third party costs incurred in the performance of the East Slag Pile parcel "scope of work" (and, if the self-insured retention amount under the Remediation Stop Loss Insurance Policy has not been paid in full and such policy remains in effect, the self-insured retention amount under the Remediation Stop Loss Insurance Policy), then Buyer and Seller (and CDC, as applicable) agree to promptly meet to resolve the dispute in good faith, and that every failing to resolve such action is any action arising on contract for the recovery dispute within five (5) business days of money onlySeller's written certification, shall thereafter submit such dispute to an expedited reference proceeding as if the promise to pay had been expressed described in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.Section 10.9.9

Default by Buyer. If Buyer shall be deemed to have defaulted in ---------------- its obligations (a "Default") and agreements set forth in Section 10.3.3.1 ------- hereof if all work included in the definition of Corrective Action other than ----- ---- long-term monitoring, maintenance or like tasks has not been completed on the --- Real Property and/or the Tar Pits Property and all of the following events --- occur: a. An Agency seeks in a written notice to have Seller perform Corrective Action with respect to the Real Property or the Tar Pits Property; and b. Seller gives Buyer written notice of the Agency's written notice; and c. Buyer fails to respond to the Agency and commence taking the appropriate action within thirty (30) days from the date of receipt of such notice or commences taking such action but thereafter fails to diligently prosecute such action to completion to the satisfaction of the Agency; and d. As a result of Buyer's failure to respond to such Agency notice, Seller is required to expend money to perform Corrective Action; or, in the alternative, if Buyer is in default under the IT Contract and the time to cure has expired. Only the obligations of Buyer pursuant to Section 10.3.3.1 hereof shall be secured by a deed of trust (the "Deed of Trust") in the form of Exhibit ------------- ------- AA hereto. -- If a Default occurs as defined in this Section 10.9, then Seller shall have the right to either (a) recover from Buyer the costs expended by Seller in performing such Corrective Action, or (b) exercise its obligations rights under the Deed of Trust. The Deed of Trust provides, inter alia, that Seller shall subordinate the lien thereof to the lien of any financing obtained by Buyer in connection with the acquisition, remediation, or development of the Property, which financing shall not exceed a loan to value ratio of seventy percent (70%). Such financing shall not provide for a security interest in the escrow account referred to below nor shall such financing modify the terms of the escrow instructions referred to below. Buyer shall provide Seller with a copy of each draw request submitted to any construction and/or remediation lender. Buyer shall obtain a performance and completion bond from each contractor performing Corrective Action whose contract or contracts total is in excess of Five Hundred Thousand Dollars ($500,000). Until such date as all work included in the definition of Corrective Action other than long-term monitoring, maintenance or like tasks has been ---------- completed, as Buyer conveys any portion of the Real Property to an unrelated third party, it shall deposit into an escrow account established at Commerce Escrow Company, located at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, telephone (000) 000-0000, and facsimile (000) 000-0000 pursuant to the escrow instructions attached hereto as Exhibit BB a portion of ---------- the net proceeds received upon such conveyance equal to (i) Fourteen Million Dollars ($14,000,000) minus (ii) all reasonable and reasonably documented ----- amounts expended by Buyer to third parties after the Close of Escrow and prior to the date of such conveyance for or in connection with Corrective Action; multiplied by (iii) a fraction, the numerator of which is the number of acres so conveyed and the denominator of which is 440. Seller shall have a security interest in and first lien on the escrow account pursuant to the security documents attached as Exhibit CC hereto. ---------- Provided Buyer is not in Default, Buyer may use all of the money in such escrow for the costs of performing Corrective Action at any time in Buyer's reasonable discretion, subject to the terms of the Agreements, the Consent Order and/or applicable Law. Buyer shall give notice to Seller quarterly of: (i) the existence of any contracts for the sale of any portion of the Real Property; (ii) any sales which have closed escrow and the number of acres conveyed; (iii) the amount deposited into the escrow upon such sale; and (iv) the unspent balance of said Fourteen Million Dollars ($14,000,000). Failure of Buyer to make the deposit in accordance with this Section 10.9 shall constitute a Default under this AgreementSection 10.9. In the event that Seller is dissolved as a matter of law and has not assigned its rights as beneficiary under the Deed of Trust to an active entity in a document recorded in the Official Records of San Bernardino County, Seller may forfeit this Agreement as provided in Iowa Code (Chapter 656)California and given notice of such assignment to Buyer by certified mail, in which case this Agreement then --- the Deed of Trust shall automatically be deemed null and void and Seller's Attorney of no force or effect and the trustee thereunder shall deliver reconvey the Down Payment to Seller, or, lien thereof upon receipt of an affidavit from Buyer setting forth such facts and stating that Buyer has given Seller at Seller's option, upon thirty least fifteen (15) days' written notice of intention to accelerate the payment facts set forth in the affidavit. Buyer and Seller each hereby waive any claims either of them may have against the trustee by reason of its reconveyance of the entire balance due because Deed of Buyer's default (during which thirty days Trust in accordance with the default is provisions of this Section 10.9. The nullity of the Deed of Trust shall not corrected), Seller may declare the entire balance immediately due and payable. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails deemed to make any payment the obligations secured by the Deed of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement Trust null and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultvoid.

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 perform its obligations pay when due any invoice under said contract, all of the foregoing being known as events or event of default, then in addition to any and all other remedies which Seller may have hereunder or by law Seller without notice (1) may invoice and declare due and payable all undelivered products, whether finished or unfinished, under this Agreementor any other contract with Seller and/or (2) may defer shipment and delivery hereunder and under any other contract until such event (2) of default is (are) removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (Buyer remaining liable for damages including but not limited to the 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 responsible for the costs and expenses of such 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 forfeit take possession of any products Buyer has failed or refused to receive with the right to hold or sell same as above provided. WARRANTY: SELLER HEREBY EXPRESSLY, EXCLUDES ALL EXPENSES AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except such warranties as are set forth in this Agreement paragraph below ANY COMPONENT SUPPLIED BY PARTIES OVER WHOM SELLER HAS NO CONTROL AS TO THE QUALITY OF THE MANUFACTURE IS HEREBY EXPRESSLY EXCLUDED FROM ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR OTHERWISE, except as provided set forth in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null and void and Seller's Attorney shall deliver the Down Payment to Seller, or, at Seller's option, upon thirty days' express written notice of intention to accelerate the payment warranty of the entire balance due because supplier 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultcomponent.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) To the extent it has not previously been delivered to Seller, the Title Company shall deliver the 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 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 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 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 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 perform its obligations any obligation of Buyer under this Agreement, . INITIALS: 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 Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.

Default by Buyer. If Buyer fails to perform its obligations any obligation of Buyer under this Agreement prior to or at Closing, and does not cure such failure (a) within two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit the Deposit or any amount of money required to be paid or deposited by Buyer under this Agreement in connection with any Closing or (b) within five (5) Business Days after receipt of written notice from Seller asserting failure, if Buyer fails to timely deliver Closing Documents or authorize Closing (which, notwithstanding anything to the contrary contained elsewhere in this Agreement, shall include a failure by Buyer to obtain any required internal approval of Buyer’s management (including, without limitation, Buyer’s board of directors), or investment committee) if and when required of Buyer for Closing to occur under this Agreement) (any such failure, if not cured within such period, being a “Buyer Default”), then Seller may forfeit will be entitled, as Seller’s sole and exclusive remedy against Buyer for such Buyer Default, to terminate this Agreement and receive the Deposit as provided in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null Seller’s agreed and void and Seller's Attorney shall deliver the Down Payment to Seller, or, at Seller's option, upon thirty days' total liquidated damages by giving written notice of intention termination to accelerate Buyer and Escrow Agent within thirty (30) days after the payment occurrence 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 payablesuch Buyer Default. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiver. Additionally, The Parties have agreed that Seller’s actual damages in the event Purchaser fails of a Buyer Default would be extremely difficult or impracticable to make 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 fact that each Party was represented by counsel who explained, at the time this Agreement was made, the consequences of this liquidated damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any payment or indemnification obligation in favor of Seller that survives Closing or termination of this Agreement, nor shall the foregoing limit Seller’s right to pursue any remedy available at law or in equity in response to any breach of any covenant of Buyer under this Agreement; provided, however, that Seller acknowledges that the remedy of termination of this Agreement and/or retention of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser Deposit shall be construed as available to Seller only upon the occurrence of a waiver of any subsequent defaultBuyer Default.

Default by Buyer. If Buyer fails Subject to perform the conditions precedent to its obligations under set forth in this Agreement, Seller may forfeit if Buyer does not complete Settlement on the Settlement Date and thereafter does not complete Settlement within five (5) 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 after Buyer’s receipt of notice from Seller, such time to be of the essence, Seller’s sole remedy shall be to terminate this Agreement as provided in Iowa Code (Chapter 656)by written notice to Buyer and Escrow Agent, in which case this Agreement shall whereupon the Deposit will be deemed null and void and Seller's Attorney shall deliver the Down Payment paid to Seller, or, at Seller's option, upon thirty days' written notice of intention to accelerate the . Such payment of the entire Deposit to Seller will be deemed to be liquidated damages for Buyer’s default and the receipt of same will be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance due because of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer's default ; provided, however, that the provisions of this Section will not limit Seller’s recourse against Buyer with respect to Buyer’s indemnifications of Seller relating to Seller’s Materials, Buyer’s Materials and Buyer’s Access Rights (during which thirty days the default is not corrected), Seller may declare the entire balance immediately due and payable. Thereafter, defined in subsection 14(b) below) set forth in this Agreement may and any obligation of Buyer under this Agreement that requires performance after Settlement. Buyer and Seller agree that the amount of Seller’s actual damages upon a Buyer default will be foreclosed in equity difficult to calculate and that the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment amount of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if set forth in this Section 10 represents the parties’ reasonable estimate of 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 repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.

Default by Buyer. If Buyer fails to perform make payment in accordance with this Conditions of Sale within thirty (30) days following the auction, AMC may, in its obligations under absolute discretion: (i) Cancel the sale; (ii) Resell the Property publicly or privately for Buyer’s account and at Buyer’s risk and charge the Buyer for any deficiency between the final bid in the resale and the final bid placed by Buyer, along with all costs and expenses of both the initial sale and the resale at AMC’s regular rates and the Buyer’s premium due in connection with the initial sale; (iii) Set off against any amounts which AMC may owe the Buyer all sums due from the Buyer; (iv) Exercise all of its rights and remedies as a person holding a first priority, perfected security interest in any Property or property in AMC’s possession owned by the Buyer; (v) Collect from the Buyer the total amount due plus any loss, cost or expense incurred by AMC in effecting such collection; (vi) Charge the Buyer interest at the rate of 18% per annum on all sums due from the Buyer; (vii) Collect from the Buyer liquidated damages equal to 50% of all sums due from the Buyer; (viii) Collect from the Buyer the fees and disbursements of legal counsel to AMC incurred in exercising any one or more of the rights or remedies set forth in this Agreement, Seller may forfeit this Agreement as provided ; (ix) Reject at future auctions bids made by or on behalf of the Buyer; (x) Exercise any right or remedy against the Buyer available to the Seller; and (xi) Assert any other rights or remedies available at law or in Iowa Code (Chapter 656)equity. AMC may, in which case this Agreement shall be deemed null and void and Seller's Attorney shall deliver the Down Payment to Sellerits discretion, or, at Seller's option, upon thirty days' written notice of intention to accelerate the payment exercise any one or more 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 preceding remedies and payable. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultcombination thereof.

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 perform set forth in this Agreement or a default by Buyer in the performance of its obligations under this Agreement) has been satisfied or waived, and Buyer has breached its obligation to effect the transactions to be consummated on the Non-License Closing Date by the forty-fifth (45th) day after the date hereof, then Seller 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 Down Payment to Sellerentitled, or, at Seller's option, upon thirty days' by 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement Agreement, and retain as Seller's sole and exclusive remedy under this Agreement, to recover the amount of One Million Dollars ($1,000,000) from Buyer as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, and upon the receipt of such payment by Seller, Buyer shall be discharged from all further liability under this Agreement; provided, however, Buyer shall have a period of ten (10) business days after receipt of Seller's written termination notice to cure any such misrepresentation, breach or default, and if Buyer cures such misrepresentation, breach or default within such ten (10) business day period, Seller shall have no payments right to terminate this Agreement based on such misrepresentation, breach or default. (b) If each condition set forth in Article 9 with respect to the Closing (other than any condition that has not been satisfied solely as a result of 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 obligations under this Agreement) has been satisfied or waived, and Buyer has breached its obligation to effect the transactions to be consummated on the Closing Date by the thirtieth (30th) day after the date on which the FCC Order shall have been madeissued, Sellers may exercise their then Seller shall be entitled, by written notice to Buyer, to terminate this Agreement, and as Seller's sole and exclusive remedy under this Agreement, to recover the amount of One Million Dollars ($1,000,000) from Buyer as liquidated 42 <PAGE> damages, and upon the receipt of such payment by Seller, Buyer shall be discharged from all further liability under this Agreement; provided, however, Buyer shall have a period of ten (10) business days after receipt of Seller's written termination notice to cure any such misrepresentation, breach or default, and if Buyer cures such misrepresentation, breach or default within such ten (10) business day period, Seller shall have no right to sue for damages for Purchaser’s default. Sellers may elect to bring actionterminate this Agreement based on such misrepresentation, breach or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.

Default by Buyer. If Buyer If, under the provisions of this Agreement, BUYER shall be obligated to complete the purchase of the Property but fails to perform its do so on or before April 30, 1999 (unless caused by the default of SELLER), and such default of BUYER continues for a period of ten (10) days after written notice thereof from SELLER to BUYER, SELLER may terminate this Agreement by written notice thereof to BUYER which notice of termination shall be delivered to BUYER within five days after the aforementioned ten day cure period, and SELLER's sole right and exclusive remedy against BUYER shall be to obtain the Deposit (a) as consideration for the execution of this Agreement; (b) as agreed on liquidated damages sustained by SELLER because of such default by BUYER (the parties hereto agreeing that the retention of such funds shall not be deemed a penalty, and recognizing the impossibility of precisely ascertaining the amount of damages to SELLER because of such default and hereby declaring and agreeing that the sum so retained is and represents the reasonable damages of SELLER); (c) in full settlement of any claims of damages and in lieu of a specific performance by SELLER against BUYER; and (d) in consideration for the full and absolute release of BUYER by SELLER of any and all further obligations under this Agreement. In the event BUYER defaults hereunder, Seller may forfeit BUYER shall forthwith on demand by SELLER return to SELLER all title papers and other documents relating to the Property, including BUYER's copy of this Agreement. In addition, if BUYER shall be obligated to complete the purchase of the 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 Purchase Price at the rate of eight (8%) percent per annum on the balance of the Purchase Price until the earlier of the Closing or the date this Agreement as provided in Iowa Code 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: (Chapter 656)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; or (ii) continue to cure such default and close the transaction, in which case BUYER and SELLER shall notify Escrow Agent to release the Deposit to SELLER and interest shall continue to accrue at eight (8%) percent per annum until closing. If BUYER elects to continue to cure such default, BUYER or SELLER may terminate this Agreement by providing at least ten days prior written notice thereof to the other, which notice shall provide that if the Closing does not occur within said ten day period the Agreement shall be deemed null terminated and void and Seller's Attorney SELLER shall deliver be entitled to retain the Down 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 Deposit as set forth in (during which thirty days the default is not correcteda), Seller may declare the entire balance immediately due and payable. Thereafter(b), this Agreement may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed(c), and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default(d) above.

Default by Buyer. If Buyer fails to perform its obligations under this Agreement, Seller may forfeit complete the purchase of the Property in accordance with the terms of 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 Down Payment all conditions 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 correctedobligations having been satisfied or waived), Seller may declare the entire balance immediately due and payable. Thereafter, (i) terminate this Agreement may be foreclosed in equity by notice to Buyer and, as Seller'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 Court may appoint retention of the Xxxxxxx Money by Seller represents a receiver. Additionally, reasonable estimation of the damages in the event Purchaser 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 not be applicable with respect to Buyer's obligations to be performed or enforced after Closing. Default by Seller. If Seller fails to make any payment complete the sale of the purchase price promptly when Property in accordance with the same shall become due as herein specifiedterms of this Agreement (all conditions precedent to Seller's obligations having been satisfied or waived), or promptly to perform any covenant or agreement herein contained, Sellers 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 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 lender fail to provide all releases and subordination agreements as required under this Agreement for any reason outside of Seller's reasonable control, it shall not constitute a default by Seller, but rather a failure of a condition precedent, and Buyer's sole remedy shall be to terminate this agreement Agreement upon notice to Seller and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent receive a full refund of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultXxxxxxx Money.

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 perform set forth in this Agreement or a default by Buyer in the performance of its obligations under this Agreement) has been satisfied or waived, and Buyer has breached its obligation to effect the transactions to be consummated on the Non-License Closing Date by the forty-fifth (45th) day after the date hereof, then Seller 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 Down Payment to Sellerentitled, or, at Seller's option, upon thirty days' by 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement Agreement, and retain as Seller's sole and exclusive remedy under this Agreement, to recover the amount of One Million Dollars ($1,000,000) from Buyer as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, and upon the receipt of such payment by Seller, Buyer shall be discharged from all further liability under this Agreement; provided, however, Buyer shall have a period of ten (10) business days after receipt of Seller's written termination notice to cure any such misrepresentation, breach or default, and if Buyer cures such misrepresentation, breach or default within such ten (10) business day period, Seller shall have no payments right to terminate this Agreement based on such misrepresentation, breach or default. (b) If each condition set forth in Article 9 with respect to the Closing (other than any condition that has not been satisfied solely as a result of 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 obligations under this Agreement) has been satisfied or waived, and Buyer has breached its obligation to effect the transactions to be consummated on the Closing Date by the thirtieth (30th) day after the date on which the FCC Order shall have been madeissued, Sellers may exercise their then Seller shall be entitled, by written notice to Buyer, to terminate this Agreement, and as Seller'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 discharged from all further liability under this Agreement; provided, however, Buyer shall have a period of ten (10) business days after receipt of Seller's written termination notice to cure any such misrepresentation, breach or default, and if Buyer cures such misrepresentation, breach or default within such ten (10) business day period, Seller shall have no right to sue for damages for Purchaser’s default. Sellers may elect to bring actionterminate this Agreement based on such misrepresentation, breach or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.

Default by Buyer. If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) To the extent it has not previously been delivered to Seller, the Title Company shall deliver the Xxxxxxx Money Deposit to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to 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 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 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 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 perform its obligations any obligation of Buyer 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 Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent default.

Default by Buyer. If Buyer fails to perform defaults in its obligations under to close the purchase of the Property, or if Buyer otherwise materially defaults hereunder, then (a) Seller shall be entitled to receive the Deposit, together with all interest earned thereon, as fixed and liquidated damages, this AgreementContract shall terminate and neither party shall have any further liability hereunder, Seller may forfeit except for those liabilities which expressly survive the termination of this Agreement as provided in Iowa Code Contract, and (Chapter 656)b) Buyer shall immediately direct the Escrow Agent, in which case this Agreement writing, to pay the Deposit to Seller. Seller shall have no other remedy for any default by Buyer, including any right to damages. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT (I) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT; (II) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (III) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS CONTRACT TO THE AMOUNT OF THE DEPOSIT IF THIS CONTRACT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS CONTRACT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT; AND (IV) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES AND NOT A PENALTY. All of the foregoing shall be deemed null without limitation on the rights and void and Seller's Attorney shall deliver the Down Payment to Seller, orremedies of Seller hereunder, 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 may be foreclosed law or in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails of a default by Buyer pursuant to make any payment of the purchase price promptly when the same shall become due as herein specifiedSections 5.5 (Indemnification), 5.7 (Confidentiality), 18 (Litigation), or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages21 (Brokerage), or no payments have been madeany covenant, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring actionagreement, indemnity, representation or actions, on any intermediate overdue installment warranty of Buyer that survives the Closing or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent termination of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultthis Contract.

Default by Buyer. If The occurrence of any of the following on or prior to Closing shall be a default by Buyer fails hereunder: (i) the failure of Buyer to timely deliver to the Escrow Holder any of Buyer’s Closing Deliveries; (ii) the failure of Buyer to timely perform its obligations any material act to be performed by it, to refrain from performing any material prohibited act, or to fulfill any material condition to be fulfilled by it under this Agreement, Seller may forfeit this Agreement or under any agreement referred to herein or attached hereto as provided an exhibit; or (iii) any of Buyer’s representations, warranties or covenants contained herein shall be untrue in Iowa Code any material way as of the Effective Date or the Closing Date. IN THE EVENT THAT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF A DEFAULT BY BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES THAT SELLER MAY SUFFER. THEREFORE BUYER AND SELLER AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S EXCLUSIVE REMEDY (Chapter 656WHETHER AT LAW OR IN EQUITY), in which case this Agreement shall be deemed null and void and Seller's Attorney shall deliver the Down 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 may be foreclosed in equity and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if such payments are inadequate to compensate Sellers for their damages, or no payments have been made, Sellers may exercise their right to sue for damages for Purchaser’s default. Sellers may elect to bring action, or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultAN AMOUNT EQUAL TO THE DEPOSIT.

Default by Buyer. If 2.1 In the event that: (a) Buyer fails commits a default as set out in clause 12 of the Shipbuilding Contract, Builder shall give notice to Charterer specifying the default and the action that must be taken in order to remedy it; or (b) Buyer commits a default as set out in clause 9.2 (Default and Termination) of the Supplemental Construction Agreement, Charterer shall give notice to Builder specifying the default and the action that must be taken in order to remedy it, Builder shall continue to perform its obligations under the Shipbuilding Contract for a period of thirty (30) days (the “Standstill Period”) and agrees not to terminate the Shipbuilding Contract during such period of thirty (30) days. During this Standstill Period, Charterer shall be entitled either (a) to remedy Buyer’s default or (b) to assume by way of novation the rights and obligations of Buyer pursuant to Clause 6 below. 2.2 If Charterer becomes entitled to take a novation of the rights and obligations of Buyer as set out in clause 9.2 (Default and Termination) of the Supplemental Construction Agreement, Seller may forfeit this Agreement as provided other than by reason of a Buyer’s Default mentioned in Iowa Code (Chapter 656Clause 2.1(b), in which case this Agreement Charterer shall be deemed null and void and Seller's Attorney shall deliver the Down Payment entitled to Seller, or, at Seller's option, upon thirty days' written notice of intention to accelerate the payment take a novation of the entire balance due because rights and obligations of Buyer's Buyer pursuant to Clause 6 below. 2.3 In the event that Buyer is in default as set out in clause 12 of the Shipbuilding Contract and if so requested by Charterer, Builder shall provide to Charterer (during which thirty days to the default is extent that it has not corrected)already provided such information to the Charterer) an updated statement setting out: (a) any proceedings, Seller may declare claims or disputes outstanding under the entire balance immediately due Shipbuilding Contract and payable. Thereafterof any defaults by Buyer or Builder under the Shipbuilding Contract that remain unremedied; (b) any amendments or modifications (whether Builder’s Modifications or Statutory Modifications) to the Specifications; and (c) any agreed extensions to the Initial Acceptance Date and/or, this Agreement as the case may be foreclosed in equity the Final Delivery Date, any adjustments to the Contract Price together with any outstanding and the Court may appoint a receiver. Additionally, in the event Purchaser fails to make any payment unresolved claims from Builder (irrespective of the purchase price promptly when the same shall become due as herein specified, or promptly to perform any covenant or agreement herein contained, Sellers may elect to specifically enforce this agreement or to terminate this agreement and retain as liquidated damages any payments theretofore made hereunder by Purchaser; provided that if whether such payments are inadequate to compensate Sellers for their damages, or no payments claims have been made, Sellers may exercise their right submitted to sue Buyer) for damages for Purchaser’s default. Sellers may elect to bring action, such extensions or actions, on any intermediate overdue installment or on any payments, or payments made by Sellers and repayable by Purchaser, it being stipulated that the covenant to pay intermediate installments, or to pay items repayable by Purchaser is independent of the covenant to make a deed, and that every such action is any action arising on contract for the recovery of money only, as if the promise to pay had been expressed in a different instrument, and that no such action shall constitute an election not to proceed otherwise as to any subsequent default. No waiver by Sellers of any default on the party of Purchaser shall be construed as a waiver of any subsequent defaultadjustments.