Common use of DEFAULT BY PURCHASER OR SELLER Clause in Contracts

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in the in the performance of any of its obligations to be performed on the Closing Date, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and such default shall continue for ten (10) business days after notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) shall be to terminate this Agreement and to receive from Purchaser $6,500,000.00 (the “Liquidated Amount”) as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease and terminate, and neither party shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (i) Seller shall default in any of its obligations to be performed on the Closing Date, (ii) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and such default shall continue for ten (10) business days after notice to Seller, or (iii) Coach Legacy shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser following and upon advice of its counsel), shall be, subject to the other provisions of this Section 20(b), to either (A) seek to obtain specific performance of Seller’s obligations hereunder (provided that any action for specific performance shall be commenced within sixty (60) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) or (B) terminate this Agreement, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, Purchaser’s sole remedy shall be to terminate this Agreement. If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of this Agreement pursuant to this Section 20(b), neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (c) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with this Agreement or the transactions contemplated hereby. (d) The provisions of this Section 20 shall survive the termination hereof.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in the in the performance of any of its obligations to be performed on the Closing Date, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and such default shall continue for ten (10) business days after notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunderclose without legal excuse, then Seller’s sole and exclusive remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement and and, upon such termination, Seller shall be entitled to receive from Purchaser $6,500,000.00 (retain the “Liquidated Amount”) Deposit, together with all interest accrued thereon, as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all lossesloss, costscost, damagesdamage, liabilities liability or expenses expense (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this AgreementXxxxxxxxx. (b) If (i) Seller shall be in material default under this Agreement and, in the case of any default other than a default in any of its obligations the obligation to be performed perform on the Closing Date, (ii) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and such default shall continue for ten five (105) business days after notice to Seller, or (iii) Coach Legacy shall default in the performance of any of Purchaser as its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings not contemplated by this Section 19(b) being expressly and voluntarily waived by Purchaser Purchaser, to the extent legally permissible, following and upon advice of its counsel), ) shall be, have the right subject to the other provisions of this Section 20(b), 19(b) (i) to either (A) seek to obtain specific performance of Seller’s obligations hereunder (hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) action or (Bii) to terminate this AgreementAgreement and, upon such termination, to receive a return of the Deposit, and Seller shall promptly reimburse Purchaser for the actual, out-of-pocket costs (based on invoices submitted for such amounts), including reasonable legal fees, incurred by Purchaser in conducting its due diligence investigations pursuant to this Agreement and otherwise preparing for Closing on and financing the Property (“Purchaser’s Expenses”), it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, Purchaser’s sole remedy shall be to terminate this AgreementAgreement and receive a return of the Deposit, and reimbursement of Purchaser’s Expenses. Notwithstanding anything in this Agreement to the contrary, at no time shall Seller be required to reimburse Purchaser for Purchaser’s Expenses in excess of Three Hundred Thousand and No/100 Dollars ($300,000.00) (the “Expense Cap”), in the aggregate. Further, and notwithstanding anything else to the contrary, Seller shall not be required to reimburse Purchaser for any of Purchaser’s Expenses in the event that Seller is unable to satisfy any closing condition, unless the inability to satisfy such closing condition is the result of a breach of a covenant, representation or warranty on the part of Seller. If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date be ready, willing and able to fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). Upon such return of the termination Deposit, together with all interest accrued thereon and payment of Purchaser’s Expenses by Seller to Purchaser, this Agreement pursuant to this Section 20(b), shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Anything herein to the contrary notwithstanding, if Seller defaults and Purchaser timely brings an action in specific performance, but is unable to obtain specific performance on account of Seller having conveyed the Property to a third party, having 507997960.5 164 never owned the Property, having lacked the power or authority to enter into this Agreement, having failed to cure any Seller-Removed Title Exceptions or otherwise having committed any act of bad faith or acted with the intention to frustrate Purchaser’s rights hereunder, then, in addition to a return of the Deposit, Purchaser shall be entitled to actual damages and Purchaser’s Expenses on account of such default. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (c) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with this Agreement or the transactions contemplated hereby. (d) The provisions of this Section 20 19 shall survive the termination hereofhereof for a period of two (2) years.

DEFAULT BY PURCHASER OR SELLER. (a) If (ix) Purchaser shall default defaults in the in payment of the performance of any of Purchase Price or on its obligations obligation to be performed on acquire the Closing Date, other than due Property when it is obligated to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with do so under the terms of this Agreement, Agreement or (iiy) if Purchaser shall default in the performance of any of its material other obligations to be performed prior to on or before the Closing Date and and, with respect to any default under this clause (y) only, such default shall continue caused actual material damages to Seller and continues for ten (10) business days after written notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating AgreementSeller, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreementand exclusive remedy, as applicable) shall be entitled to terminate this Agreement and, upon such termination, Seller, in the event of a termination under subsection (x) only, shall be entitled to retain the Deposit and to receive from Purchaser $6,500,000.00 Extension Fee (the “Liquidated Amount”if deposited hereunder) as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (ix) Seller shall default defaults in any of its obligations to be performed on the Closing Date, Date or (iiy) Seller shall default defaults in the performance of any of its material obligations to be performed prior to the Closing Date and and, with respect to any default under this clause (y) only, such default shall continue caused actual material damages to Purchaser and continues for ten (10) business days after written notice to Seller, or (iii) Coach Legacy shall default in the performance of any of Purchaser as its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date sole and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole exclusive remedy under this Agreement by reason of any such default by Seller thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser Purchaser, to the extent legally permissible, following and upon advice of its counsel), ) shall behave the right, subject to the other provisions of this Section 20(b21(b), to either (Ai) to seek to obtain specific performance of Seller’s obligations hereunder in accordance with applicable Illinois law (it being expressly acknowledged by Purchaser that the remedy of specific performance is an appropriate remedy in the event of a default by Seller under this Agreement), provided that any action for specific performance shall be commenced within sixty forty-five (6045) days after such default, or (ii) to terminate this Agreement and if Purchaser prevails thereunderreceive a return of the Deposit and in addition thereto, in the event Seller’s breach is willful, Seller shall reimburse pay to Purchaser for all reasonable legal any actual, out-of-pocket costs and expenses (including title, escrow, legal, inspection fees, court costs surveyor’s, environmental, engineering or other consultant’s fees) incurred by Purchaser’s in connection with the performance of Purchaser’s due diligence review of the Property and all other reasonable costs the negotiation and performance of such actionthis Agreement and the assumption of the Existing Loan, not to exceed a maximum of $200,000.00 in the aggregate (collectively, the “Section 21(b) or (B) terminate this AgreementBreak Up Costs”), it being understood that if Purchaser fails to commence an action for specific performance within sixty forty-five (6045) days after such default, Purchaser’s sole remedy Purchaser shall be deemed to have elected to terminate this AgreementAgreement and receive a return of the Deposit and, if applicable, the Section 21(b) Break Up Costs, or (iii) waive said default in writing and proceed to Closing without any reduction in the Purchase Price. If Purchaser elects to seek specific performance Upon such return and delivery of this Agreementthe Deposit and, then as a condition precedent to any suit for specific performanceif applicable, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase PriceSection 21(b) Break Up Costs, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of this Agreement pursuant to this Section 20(b), shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding In no event shall Seller’s direct or indirect partners, shareholders, members, managers, owners or affiliates, any officer, manager, director, employee or agent of the foregoing, Purchaser shall or any affiliate or controlling person thereof have no right any liability for any claim, cause of action or other liability arising out of or relating to seek specific performancethis Agreement or the Property, if Seller shall be prohibited from performing its obligations hereunder by reason of any whether based on contract, common law, regulationstatute, equity or other legal requirement applicable to Seller. (c) Notwithstanding anything to the contrary set forth in this Agreement, in otherwise. In no event shall Seller be liable for any incidental, consequential, indirectspecial, punitive, special speculative or exemplary consequential damages. (c) In the event either party hereto is required to employ an attorney because any litigation arises out of this Agreement between the parties hereto, or for lost profitsthe non-prevailing party shall pay to the prevailing party all reasonable fees and expenses, unrealized expectations or other similar claims including attorneys’ fees and expenses, incurred in connection with this Agreement or the transactions contemplated herebysuch litigation. (d) The provisions of this Section 20 21 shall survive the termination hereofof this Agreement.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default defaults in the in payment of the performance of any of its obligations to be performed on the Closing Date, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, (ii) Purchase Price or if Purchaser shall default in the performance of any of its other material obligations to be performed prior to on or before the Closing Date and other than with respect to the payment of any amounts set forth in this Agreement Purchaser fails to correct such default shall continue for ten within two (102) business days Business Days after notice to Purchaser, or from Seller (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and but no such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in shall extend or postpone the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunderClosing Date), then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement and, upon such termination, Seller shall be entitled to retain the Deposit and to receive from Purchaser $6,500,000.00 (the “Liquidated Amount”) Income as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller validly terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to (i) retain the Deposit and/or the Income and/or (ii) sell, exchange, transfer, lease, dispose of or finance the Property Premises or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the PropertyPremises), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall also be jointly and severally liable for all lossesloss, costscost, damagesdamage, liabilities liability or expenses expense (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (ix) Seller shall default defaults in any of its material obligations to be performed on the Closing Date, Date or (iiy) Seller shall default materially defaults in the performance of any of its material obligations to be performed prior to the Closing Date and and, with respect to any default under this clause (y) only, such default shall continue caused actual material damages to Purchaser and continues for ten (10) business days Business Days after written notice to Seller, or (iii) Coach Legacy shall default in the performance of any of Purchaser as its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser Purchaser, to the extent legally permissible, following and upon advice of its counsel), ) shall behave the right, subject to the other provisions of this Section 20(b21(b), (i) to either (A) seek to obtain specific performance of Seller’s obligations hereunder (it being expressly acknowledged by Purchaser that the remedy of specific performance is an appropriate remedy in the event of a default by Seller under this Agreement), provided that any action for specific performance shall be commenced within sixty thirty (6030) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) or (Bii) to receive a return of the Deposit and the Income (subject to the terms and conditions of Section 4(g)), plus reimbursement from Seller of Purchaser’s Actual Cost, such Actual Costs not to exceed $75,000, and terminate this Agreement, it being understood that if Purchaser fails to commence an action for specific performance within sixty thirty (6030) days after such default, Purchaser’s sole remedy shall be to receive a return of the Deposit and the Income (subject to the terms and conditions of Section 4(g)), receive from Seller up to $75,000 in reimbursement of Actual Costs, and terminate this Agreement. If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment Upon such return and delivery of the Purchase PriceDeposit, which shall be paid as the Income, and when required by Actual Costs (up to the court in the suit for specific performance). Upon the termination of $75,000 maximum) owing, this Agreement pursuant to this Section 20(b), shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, regulation or other legal requirement applicable to Seller. (c) Notwithstanding anything In the event either party hereto is required to employ an attorney because any litigation arises out of this Agreement between the contrary set forth in this Agreementparties hereto, in no event the non-prevailing party shall Seller be liable for any incidentalpay the prevailing party all reasonable fees and expenses, consequentialincluding attorneys’ fees and expenses, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims incurred in connection with this Agreement or the transactions contemplated herebysuch litigation. (d) The provisions of this Section 20 21 shall survive the termination hereof.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in the in payment of the performance of any of its obligations to be performed on the Closing DatePurchase Price, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, or (ii) Purchaser shall default in the performance of any of its material other obligations to be performed prior to or on the Closing Date and such default shall continue for ten (10) business days after notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations close in accordance with the terms of this Agreement and, with respect to only a default under this Section 17(a)(ii) if such default shall continue for five (5) business days after written notice from Seller to Purchaser (provided, however, that such notice shall not extend any time of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunderessence closing date), then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement and and, upon such termination, Seller shall be entitled to receive from Purchaser $6,500,000.00 (retain the “Liquidated Amount”) Remaining Deposit as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates validly terminated this Agreement pursuant to a right given to it hereunder and Purchaser takes any wrongful action which in bad faith that materially interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all lossesloss, costscost, damagesdamage, liabilities liability or expenses expense (including, without limitation, reasonable attorneys’ fees, court costs and disbursements but excluding incidental, remote and consequential damages, and lost profits) incurred by Seller by reason of such wrongful, bad faith action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (i) Seller shall default in any of its obligations to be performed on the Closing Date, (ii) Seller shall default in the performance of any of its material obligations to be performed or prior to the Closing Date or be in breach of any of covenants or representations hereunder, and such default shall continue for ten five (105) business days after written notice to Seller, or (iii) Coach Legacy Purchaser shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, have the right (i) to bring such actions or proceedings being expressly and voluntarily waived by Purchaser following and upon advice of its counsel), shall be, subject to the other provisions of this Section 20(b), to either (A) seek to obtain specific performance of Seller’s obligations hereunder (hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after written notice of such defaultdefault and Seller has failed to cure such default within such time period, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) action or (Bii) to terminate this Agreement, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, and receive from Seller reimbursement of Purchaser’s sole remedy shall be to terminate this Agreement. If Purchaser elects to seek specific performance reasonable and actual out-of-pocket costs and expenses incurred in connection with the transaction (excluding however consultant fees, legal fees, and the cost of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment conducting inspections of the Purchase PriceProperty and other due diligence), which shall be paid as receive a return of the Remaining Deposit and when required by the court in the suit for specific performance). Upon the termination of upon such return and delivery, this Agreement pursuant to this Section 20(b), shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything herein to the foregoingcontrary, Purchaser shall have no right to seek specific performance, if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (c) . Notwithstanding anything to the contrary set forth in this Agreementcontained herein, in no the event shall Seller be liable for any incidentalis able to comply with all of its obligations hereunder but nevertheless willfully fails and refuses to close hereunder then, consequentialin such event, indirectand only in such event, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with Purchaser may either seek specific performance of this Agreement or or, in the transactions contemplated herebyalternative, receive a return of the Remaining Deposit. (dc) The provisions of this Section 20 17 shall survive the termination hereof.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in the payment of the Purchase Price or in the performance of any of its other obligations to be performed on the Closing Date, other than due Date pursuant to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and pursuant to this Agreement and, with respect to any default under this clause (ii) only, such default shall continue for ten five (105) business days after notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be (A) to terminate this Agreement and, upon such termination, Seller shall be entitled to retain the Deposit (and to receive from Purchaser $6,500,000.00 (the “Liquidated Amount”any interest earned thereon) as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon (B) receive reimbursement from Purchaser for the making costs of such payment, this Agreement shall cease and terminatethe Third Party Reports, and neither party thereafter Purchaser and Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (i) Seller shall default in any of its obligations to be performed on the Closing Date, Date pursuant to this Agreement or (ii) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and pursuant to this Agreement and, with respect to any default under this clause (ii) only, such default shall continue for ten five (105) business days after notice to Seller, or (iii) Coach Legacy shall default in the performance of any of Purchaser as its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser following and upon advice of its counsel), ) shall be, have the right subject to the other provisions of this Section 20(b), to either 18(b) (A) to seek to obtain specific performance of Seller’s obligations hereunder (hereunder, provided that any action for specific performance shall be commenced within sixty thirty (6030) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) , or (B) to terminate this Agreement and to receive a return of the Deposit (together with any interest earned thereon) and reimbursement of Purchaser’s out-of-pocket due diligence costs and legal fees incurred in connection with such due diligence and the negotiation of this Agreement, not to exceed [***] in the aggregate, it being understood that if Purchaser fails to commence an action for specific performance within sixty ninety (6090) days after such default, Purchaser’s sole remedy shall be to terminate this Agreementreceive a return of the Deposit (together with any interest earned thereon). If Purchaser elects to seek specific performance of this AgreementAgreement pursuant to clause (A) above, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date Date, time being of the essence, fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of If Purchaser elects to terminate this Agreement pursuant to this Section 20(bclause (B) above, upon such return and delivery of the Deposit (together with any interest accrued thereon), this Agreement shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (c) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with this Agreement or the transactions contemplated hereby. (d) The provisions of this Section 20 18 shall survive the termination hereof.

DEFAULT BY PURCHASER OR SELLER. (a) If Without limiting anything set forth in Section 8(e) hereof, if (i1) Purchaser shall default in the in payment of the performance of any of its obligations to be performed on the Closing Date, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this AgreementAssignment Purchase Price, (ii2) Purchaser shall otherwise default in the performance of any of its material obligations the other terms and provisions of this Agreement or the Existing Lease on the part of Purchaser to be performed prior performed, and fail to the Closing Date and cure such default shall continue for ten within three (103) business days after written notice to Purchaserthereof from Seller, or (iii3) Fund Member or Developer shall cause Seller to be in default in the performance of under any of its material obligations to be performed under the Development Agreement or the Operating AgreementExisting Lease, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) shall be to terminate this Agreement and retain the Deposit. Purchaser acknowledges that, if Purchaser shall default under this Agreement as aforesaid, Seller will suffer substantial adverse financial consequences as a result thereof. Accordingly, Seller’s sole and exclusive remedy against Purchaser shall be the right to receive from Purchaser $6,500,000.00 (retain the “Liquidated Amount”) Deposit, as and for its sole and full and complete liquidated damages for Purchaser’s default hereunderdamages, it being agreed that the Seller’s damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and, Purchaser and upon the making of such payment, this Agreement shall cease and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement, except for those that are expressly provided in this Agreement herein to survive the termination hereofof this Agreement. If Seller terminates Nothing herein shall prevent Seller, following a termination of this Agreement Agreement, from consummating the purchase of the Property (pursuant to a right given to it hereunder the Option or otherwise) and Purchaser takes utilizing the Deposit or any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with portion thereof in respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreementthereof. (b) If (i) Seller shall default in any of its material obligations hereunder, and fail to cure such default within seven (7) business days after written notice thereof from Purchaser (a “Seller Default”), Purchaser may, as its sole and exclusive remedy, elect to either (x) terminate this Agreement, and direct the Escrowee to return the Deposit to Purchaser, and Purchaser and Seller shall have no further rights or obligations under the Agreement, except those expressly provided herein to survive the termination of this Agreement, or (y) prosecute an action for specific performance of this Agreement. Notwithstanding the foregoing, if a Seller Default shall be performed on directly attributable to the Closing Datewillful misconduct or bad faith of Seller, taken with actual knowledge that such action would constitute a Seller Default, Purchaser’s remedies for such Seller Default shall not be limited by the foregoing clauses (iix) and (y). If (1) Seller shall default in the performance of any of its material obligations to be performed covenants under this Agreement, and Purchaser shall have knowledge of such default prior to Closing, and Purchaser shall thereafter close title to the Closing Date and such default shall continue for ten (10) business days after notice to SellerProperty, or (iii2) Coach Legacy shall default in the performance of any of its Seller’s representations and warranties set forth herein shall not be true and correct in all material obligations to be performed under the Development Agreement or the Operating Agreement respects, and Purchaser shall have actual knowledge of such default prior to Closing, and Purchaser shall thereafter close title to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined Property without first notifying Seller, in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms writing, of the Coach Guaranty (as defined specific nature and extent of the alleged default or untruthful or incorrect representation or warranty, then, in the Development Agreement) within the time period required thereundereither such case, then Purchaser’s sole remedy under this Agreement Purchaser shall thereafter have no right to bring any action for damages or proceedings with any other legal course of conduct against Seller arising by reason reasons of any such default by Seller or misrepresentation (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser following and upon advice of its counsel), shall be, subject to the other provisions of this Section 20(b), to either (A) seek to obtain specific performance of Seller’s obligations hereunder (provided that any action for specific performance shall be commenced within sixty (60) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) or (B) terminate this Agreement, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, Purchaser’s sole remedy shall be to terminate this Agreement. If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of this Agreement pursuant to this Section 20(b), neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (c) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with this Agreement or the transactions contemplated hereby. (d) The provisions of this Section 20 shall survive the termination hereof.

DEFAULT BY PURCHASER OR SELLER. (a) a. If Purchaser (i) Purchaser shall default defaults in the payment of the Purchase Price at the Closing, or (ii) defaults in the performance of any of its Purchaser's other obligations to be performed on the Closing Date, other than due to a default Date (unless waived by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and such default shall continue for ten (10) business days after notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder), then Seller’s 's sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement and and, upon such termination, Seller shall be entitled to receive from Purchaser $6,500,000.00 (retain the “Liquidated Amount”) Deposit as liquidated damages for Purchaser’s 's default hereunder, it being NY1245535.4 20 218776-10003 agreed that the damages by reason of Purchaser’s 's default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. Effective Date Surviving Obligations. b. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (i) Seller shall default defaults in any of its obligations to be performed on the Closing Date, Date or (ii) Seller shall default defaults in the performance of any of its material obligations to be performed prior to the Closing Date and and, with respect to any default under this clause (ii) only, such default shall continue caused actual damages in excess of $250,000 to Purchaser, and continues for ten (10) business days after written notice to Seller, or (iii) Coach Legacy shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (then Purchaser as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s 's sole remedy under this Agreement by reason of any such default by Seller thereof (in lieu of, except as provided in the last sentence of this Section 21b, prosecuting an action for damages or proceeding with any other legal or equitable course of conductaction, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser Purchaser, to the extent legally permissible, following and upon advice of its counsel), ) shall behave the right, subject to the other provisions of this Section 20(b), to either 2lb. (A) to seek to obtain specific performance of Seller’s 's obligations hereunder (it being expressly acknowledged by Purchaser that the remedy of specific performance is an appropriate remedy if Seller defaults under this Agreement), provided that any action for specific performance shall be commenced within sixty (60) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) or (B) to receive a return of the Deposit (subject to the terms and conditions of Section 4 hereof) and terminate this AgreementAgreement by written notice to Seller and receive from Seller an amount equal to Purchaser's out-of-pocket costs in connection with the transaction contemplated hereby for title charges and survey costs, which out-of-pocket costs shall not exceed $100,000, it being understood that if Purchaser fails to does not commence an action for specific performance within sixty (60) days after such default, then Purchaser’s 's sole remedy shall be to receive a return of the Deposit (subject to the terms and conditions of Section 4 hereof), terminate this AgreementAgreement and recover such out-of-pocket costs. If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment Upon such return and delivery of the Purchase PriceDeposit and costs, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of this Agreement pursuant to this Section 20(b), shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereofEffective Date Surviving Obligations. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, performance if Seller shall be is prohibited from performing its Seller's obligations hereunder by reason of any law, regulation, regulation or other legal requirement applicable to Seller. Nothing contained in this Section 21 is intended to or shall be construed to limit any right or remedy of Purchaser after the Closing for a breach of any Seller's Representation which survives the Closing. Notwithstanding anything contained herein to the contrary, if (i) Seller defaults in any of Seller's material obligations to be performed on the Closing Date, (ii) specific performance of Seller's obligations herein is not an available remedy, and (iii) Seller's default is reasonably determined to be willful and committed in bad faith, then, in addition to any other remedies set forth herein, Purchaser may take any other legal course of action against Seller, including an action for damages (but not consequential or punitive damages, provided that, if Seller willfully breaches this Agreement and conveys the Property to a third party for a price in excess of the Purchase Price, such excess purchase price shall not be deemed consequential damages). c. If either party hereto is required to employ an attorney because any litigation arises out of this Agreement between the parties hereto (c) Notwithstanding anything to whether before or after Closing or during the contrary set forth in term of this AgreementAgreement or after a termination hereof), in no event then the non-prevailing party shall Seller be liable for any incidentalpay the prevailing party all reasonable out-of-pocket fees and expenses, consequentialincluding reasonable out-of-pocket attorneys' fees and expenses, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims incurred by the prevailing party in connection with this Agreement or the transactions contemplated herebysuch litigation. (d) d. The provisions of this Section 20 21 shall survive the termination hereofconstitute Surviving Obligations.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in the in the performance of any of its obligations to be performed on the Closing Datehereunder, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and such default shall continue for ten (10) business days after notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s 's sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement and and, upon such termination, Seller shall be entitled to receive from Purchaser $6,500,000.00 (retain the “Liquidated Amount”) Deposit as liquidated damages for Purchaser’s 's default hereunder, it being agreed that the damages by reason of Purchaser’s 's default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any willful action as to which Purchaser is not entitled hereunder and which interferes with Seller’s 's ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all lossesloss, costscost, damagesdamage, liabilities liability or expenses expense (including, without limitation, reasonable attorneys’ ' fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (ix) Seller shall default in any of its obligations to be performed on the Closing Date, Date or (iiy) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and and, with respect to any default under this clause (y) only, such default shall continue ---------- for ten five (105) business days after notice to Seller, or (iii) Coach Legacy shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser following and upon advice of its counsel), shall be, subject to the other provisions of this Section 20(b), to either (A) seek to obtain specific performance of Seller’s obligations hereunder (provided that any action for specific performance shall be commenced within sixty (60) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) or (B) terminate this Agreement, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, Purchaser’s sole remedy shall be to terminate this Agreement. If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of this Agreement pursuant to this Section 20(b), neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right such remedies as Purchaser shall be entitled to seek at law or in equity, including, but not limited to, specific performance, if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (c) Notwithstanding anything to the contrary set forth in All money paid on account of this Agreement, in no event and the reasonable expenses of examination of title to the Premises and of any survey and survey inspection charges, are hereby made liens on the Premises, but such liens shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with not continue after default by Purchaser under this Agreement or the transactions contemplated herebyAgreement. (d) The provisions of this Section 20 19 shall survive the ---------- termination hereof.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default defaults in the in payment of the performance of any of its obligations to be performed on the Closing Date, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, (ii) Purchase Price or if Purchaser shall default in the performance of any of its other material obligations to be performed prior to on or before the Closing Date and such default shall continue for ten (10) business days after notice to PurchaserDate, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement and and, upon such termination, Seller shall be entitled to receive from Purchaser $6,500,000.00 (retain the “Liquidated Amount”) Deposit as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller validly terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to (i) retain the Deposit and/or (ii) sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall also be jointly and severally liable for all lossesloss, costscost, damagesdamage, liabilities liability or expenses expense (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (ix) Seller shall default defaults in any of its material obligations to be performed on the Closing Date, Date or (iiy) Seller shall default materially defaults in the performance of any of its material obligations to be performed prior to the Closing Date and and, with respect to any default under this clause (y) only, such default shall continue caused actual material damages to Purchaser and continues for ten (10) business days after written notice to Seller, or (iii) Coach Legacy shall default in the performance of any of Purchaser as its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser Purchaser, to the extent legally permissible, following and upon advice of its counsel), ) shall behave the right, subject to the other provisions of this Section 20(b21(b), (i) to either (A) seek to obtain specific performance of Seller’s obligations hereunder (it being expressly acknowledged by Purchaser that the remedy of specific performance is an appropriate remedy in the event of a default by Seller under this Agreement), provided that any action for specific performance shall be commenced within sixty thirty (6030) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) default or (Bii) to receive a return of the Deposit and terminate this Agreement, it being understood that if Purchaser fails to commence an action for specific performance within sixty thirty (6030) days after such default, Purchaser’s sole remedy shall be to receive a return of the Deposit and terminate this Agreement. If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment Upon such return and delivery of the Purchase PriceDeposit, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of this Agreement pursuant to this Section 20(b), shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, hereof Purchaser shall have no right to seek specific performance, performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, regulation or other legal requirement applicable to Seller. (c) Notwithstanding anything In the event either party hereto is required to employ an attorney because any litigation arises out of this Agreement between the contrary set forth in this Agreementparties hereto, in no event the non-prevailing party shall Seller be liable for any incidentalpay the prevailing party all reasonable fees and expenses, consequentialincluding attorney’s fees and expenses, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims incurred in connection with this Agreement or the transactions contemplated herebysuch litigation, including without limitation those incurred in all bankruptcy and probate proceedings. (d) The provisions of this Section 20 21 shall survive the termination hereof.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in (i) the in payment of the Purchase Price or (ii) the performance of any of its other obligations to be performed on the Closing Date, other than due to a default by Seller, Date and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this AgreementAgreement and, with respect to any default under this clause (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and ), such default shall continue for ten five (105) business days after notice Notice to Purchaser, or (iii) Fund Member or Developer shall then, provided that Seller is not otherwise in material default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating this Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s 's sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement and, upon such termination, the Escrow Agent shall release the Deposit to Seller, including all accrued interest thereon, as stated, agreed and to receive from Purchaser $6,500,000.00 (the “Liquidated Amount”) as liquidated damages for Purchaser’s 's default hereunderof this Agreement, it being agreed that the damages by reason of Purchaser’s 's default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (ix) Seller shall default in any of its obligations to be performed on the Closing Date, Date or (iiy) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and and, with respect to any default under this clause (y), such default shall continue for ten five (105) business days after notice Notice to Seller, or (iii) Coach Legacy shall then, provided that Purchaser is not otherwise in material default in the performance of any of under this Agreement, Purchaser as its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly unconditionally and voluntarily waived by Purchaser following and upon advice of its counsel), Purchaser) shall be, have the right subject to the other provisions of this Section 20(b)) either (i) no later than thirty (30) days following the Closing Date or any earlier default of Seller alleged by Purchaser, to either (A) seek to obtain specific performance of Seller’s 's obligations hereunder (provided that any action for specific performance shall be commenced within sixty (60) days after such defaultin this Agreement, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) , or (Bii) terminate this Agreement, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, Purchaser’s sole remedy shall be to terminate this Agreement. If Purchaser elects to seek specific performance of this Agreement, then as receive a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment return of the Purchase Price, which shall be paid as and when required by Deposit from the court in the suit for specific performance)Escrow Agent. Upon such return and delivery of the termination of Deposit, this Agreement pursuant to this Section 20(b), shall terminate and neither party Party hereto shall have any further obligations hereunder under this Agreement, except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Sellerthis Agreement. (c) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with this Agreement or the transactions contemplated hereby. (d) The provisions of this Section 20 shall survive the termination hereofof this Agreement.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in the in payment of the performance of any of its obligations to be performed on the Closing Date, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this AgreementPurchase Price, (ii) Purchaser shall otherwise default in the performance of any of its material obligations the other terms and provisions of this Agreement on the part of Purchaser to be performed prior to performed, and the Closing Date does not occur as a result thereof, and such default shall continue for ten five (105) business days after written notice to Purchaser (provided, however, notwithstanding the foregoing, time shall be of the essence with respect to Purchaser's obligation to close hereunder on such date set for Closing as to which TIME SHALL BE OF THE ESSENCE pursuant to Section 5 hereof), or (iii) Fund Member (A) Purchaser shall commence any case, proceeding or Developer other action under any laws relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeks to have an order for relief entered with respect to it, or seeks to be adjudicated a bankrupt or insolvent, or seeks reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to it or its debts, or seeks the appointment of a receiver, trustee, custodian or other similar official for it or all or any substantial part of its property, or (B) Purchaser otherwise takes any action indicating its consent to, approval of, or acquiescence in, or in furtherance of, any of the acts described in clause (iii)(A), above, then in any of such cases, Purchaser shall be deemed to be in default hereunder. Purchaser acknowledges that if Purchaser shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies as aforesaid, Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreementwill suffer substantial adverse financial consequences as a result thereof. Accordingly, Seller, as applicable) its sole and absolute remedy against Purchaser, shall be have the right to terminate this Agreement retain the Deposit and to receive from Purchaser $6,500,000.00 (the “Liquidated Amount”) as which Deposit shall constitute full and complete liquidated damages for Purchaser’s default hereunderdamages, it being agreed that the Seller's damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement, except for those that are expressly provided in this Agreement herein to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If Except as provided in Section 16 hereof, and subject to the provisions thereof, (i) if Seller shall default in any of its obligations conveying the Property to be performed Purchaser pursuant to the terms hereof on the Closing DateDate (provided this Agreement has not been terminated pursuant to the terms hereof), (ii) if Seller shall default in the performance of hereunder for any of its material obligations to be performed prior to the Closing Date other reason and such default shall continue for ten five (105) business days after written notice to Seller, or (iii) Coach Legacy shall default in the performance of any of Purchaser may, as its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereundersole remedy, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser following and upon advice of its counsel), shall be, subject to the other provisions of this Section 20(b), elect to either (Ax) seek terminate this Agreement, and direct Escrowee to obtain specific performance return the Deposit Purchaser and Seller and Purchaser shall thereafter have no further rights or obligations under the Agreement, except those expressly provided herein to survive the termination of Seller’s obligations hereunder this Agreement, or (provided that any y) prosecute an action for specific performance shall of this Agreement by Seller. Any such action for specific performance must be commenced against Seller within sixty ninety (6090) days after such default, and if Purchaser prevails thereunder, the date that Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) or (B) terminate this Agreementdefault hereunder, it being understood that if Purchaser fails shall fail to commence an action for specific performance within sixty (60) days after such defaultperiod of time, Purchaser’s sole remedy Purchaser shall be deemed to terminate this Agreement. If Purchaser elects have waived its right to seek commence an action for specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of this Agreement pursuant to this Section 20(b), neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (c) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with this Agreement or the transactions contemplated hereby. (d) The provisions of this Section 20 shall survive the termination hereof.

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in the payment of the Purchase Price or any portion thereof or in the performance of any of its other obligations to be performed on the any Closing Date, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the any Closing Date and and, with respect to any default under this clause (ii) only, such default shall continue for ten five (105) business days after notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement or, if the closing under the GM Contribution Agreement has occurred and such Purchaser default relates to receive from Purchaser $6,500,000.00 a specific Individual Premises only, then Seller shall also have the right to terminate this Agreement as to the applicable Individual Premises only and, upon such termination, Seller shall be entitled to retain the entire Deposit (or entire remaining portion thereof, as applicable) or retain the “Liquidated Amount”) portion of the Deposit allocable to such Individual Premises, as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease thereafter Purchaser and terminate, and neither party Seller shall have any no further rights or obligations hereunder under this Agreement (or under this Agreement with respect to the applicable Individual Premises, as applicable) except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated liquidated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller or any other Seller Party as provided in this Agreement. (b) If (ix) Seller shall default in any of its obligations to be performed on the Closing Date, Date (iiwhether with respect to all or less than all of the Individual Premises) or (y) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and (whether with respect to all or less than all of the Individual Premises) and, with respect to any default under this clause (y) only, such default shall continue for ten five (105) business days after notice to Seller, or (iii) Coach Legacy shall default in the performance of any of Purchaser as its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s sole remedy under this Agreement by reason of any such default by Seller thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser Purchaser, to the extent legally permissible, following and upon advice of its counsel), ) shall behave the right, subject to the other provisions of this Section 20(b), (i) to either (A) seek to obtain specific performance of Seller’s obligations hereunder (hereunder, provided that any action for specific performance shall be commenced within sixty thirty (6030) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action) action or (Bii) to terminate this AgreementAgreement (other than with respect to any Closed Individual Premises) and receive a return of the Deposit (or remaining portion thereof, as applicable) or, if the closing under the GM Contribution Agreement has occurred and such Seller default relates to a specific Individual Premises only, then Purchaser shall also have the right under this clause (ii) to terminate this Agreement as to the applicable Individual Premises only and receive a return of the portion of the Deposit allocable to such Individual Premises, it being understood that if Purchaser fails to commence an action for specific performance within sixty thirty (6030) days after such default, Purchaser’s sole remedy shall be to so terminate this AgreementAgreement (other than with respect to any Closed Individual Premises), in whole or in part, as applicable, and receive a return of the Deposit (or remaining or allocable portion thereof, as applicable). If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date Date, time being of the essence, fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of such return and delivery, this Agreement pursuant shall terminate (other than with respect to this Section 20(bany Closed Individual Premises), in whole or in part, as the case may be, and neither party hereto shall have any further obligations hereunder under this Agreement (or under this Agreement with respect to the applicable Individual Premises, as applicable) except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance, if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (ci) Notwithstanding anything to the contrary set forth in this Agreement, (A) Seller’s liability for breach of any representation of Seller contained in this Agreement or in any document executed by Seller pursuant to this Agreement, any Qualification or any other instruments delivered at Closing, shall be limited to claims in excess of $500,000 for each Individual Premises (each such amount, as applicable, a “Threshold Amount”) (so that, for example, if Purchaser has a valid claim for $501,000 in respect of a particular Individual Premises, then Seller shall be liable for the entire amount of such claim and not just the $1,000 in excess of the Threshold Amount), (B) Seller’s aggregate liability for any and all claims arising out of Seller’s breach of any covenants, agreements or representations of Seller contained in this Agreement or in any document executed by Seller pursuant to this Agreement, any Qualification or any other instruments delivered at Closing (including, without limitation, any liability under Section 20(d) below), shall not exceed (x) with respect to claims concerning the 125 West 55th Premises, $4,284,977 in the aggregate, (y) with respect to claims concerning the 2GCT Premises, $4,130,098 in the aggregate, and (z) with respect to claims concerning the 540 Madison Premises, $2,674,239 in the aggregate (each such amount, as applicable, as the same may be reduced from time to time as provided below, a “Maximum Liability Amount”), and (C) in no event shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims, and in every case Purchaser’s recovery for any claims referenced above shall be net of any insurance proceeds and any indemnity, contribution or other similar payment recovered by Purchaser from any insurance company, tenant, or other third party. Notwithstanding the foregoing, the Maximum Liability Amount for any Individual Premises shall be reduced by (I) $267,811 with respect to the 125 West 55th Premises, (II) $258,131 with respect to the 2GCT Premises, and (III) $167,140 with respect to the 540 Madison Premises, for each two and one-half percent (2.5%) increment of the aggregate leased rentable square feet of space in the applicable Individual Building for which Seller delivers one or more Tenant Estoppel Certificates to which Purchaser would not have the right to object pursuant to the provisions of Section 36 below in excess of seventy-five percent (75%) of the aggregate leased rentable square feet of space in such Individual Building (whether such Tenant Estoppel Certificates are delivered prior to or subsequent to the Closing for such Individual Premises; and, after such Closing, Purchaser shall allow or shall cause the applicable Subsidiary Owner to allow Seller to continue to seek to obtain Tenant Estoppel Certificates and shall reasonably cooperate with Seller in connection therewith) up to ninety-five percent (95%) of the aggregate leased rentable square feet of space in such Individual Building (i.e., (i) a maximum reduction of $2,142,488 in the aggregate with respect to the 125 West 55th Premises, (ii) a maximum reduction of $2,065,049 with respect to the 2GCT Premises, and (iii) a maximum reduction of $1,337,119 with respect to the 540 Madison Premises, so that in no event shall the Maximum Liability Amounts or Holdbacks be reduced to less than $5,544,658 for all Individual Premises in the aggregate pursuant to this sentence), and if Seller is so entitled to a reduction in any applicable Maximum Liability Amount after the Closing for such Individual Premises, Escrow Agent is hereby instructed to release to Seller, without further instructions, an amount equal to such reduction from the applicable Holdback (as defined below) together with any interest thereon, and Purchaser agrees to so direct Escrow Agent to release such portion of the applicable Holdback to Seller within two (2) business days after request therefor from Seller. Notwithstanding the foregoing, if Seller would be entitled to a reduction in any applicable Maximum Liability Amount and release of Holdback funds after the Closing for an Individual Premises under this Section 20(c)(i), but for the existence of a Claim Notice(s) for a pending claim(s) in respect of such Individual Premises setting forth claims in connection with this Agreement excess of the amount to which the applicable Maximum Liability Amount and Holdback would otherwise be reduced, then Escrow Agent shall continue to hold the balance of the applicable Holdback but if the actual liabilities and obligations of Seller claimed in such Claim Notice(s) is less than the applicable Maximum Liability Amount prior to giving effect to any such reduction, then Purchaser and Seller each agree to direct Escrow Agent to release to Seller the portion of the balance of such Holdback in excess of the amount of such claims within two (2) business days after request therefor from Seller; provided, that if, upon the final determination or settlement of such claim(s) Purchaser is entitled to receive less than the transactions contemplated hereby. amounts so claimed (dincluding if Purchaser is not entitled to receive anything in respect of such claim(s)), then Purchaser and BPLP shall be obligated, on a joint and several basis, to pay to Seller interest on the portion of the Holdback retained by Escrow Agent in respect of such claim(s) The provisions in excess of this Section 20 the amount to which Purchaser is so entitled to receive at a rate equal to the Applicable Interest Rate (as hereinafter defined) from the date on which Seller was otherwise entitled to such reduction in the applicable Maximum Liability Amount and release of such Holdback funds until paid in full (which amounts shall survive the termination hereof.be non-refundable and Seller shall have no liability to Purchaser therefor whatsoever), and, if Seller can show that Purchaser’s applicable claim(s) was made or asserted in bad faith,

DEFAULT BY PURCHASER OR SELLER. (a) If (i) Purchaser shall default in the payment of the Purchase Price or in the performance of any of its other material obligations to be performed on the Closing Date, other than due to a default by Seller, and as a result of such Purchaser default the transaction contemplated by this Agreement shall not close in accordance with the terms of this Agreement, Date or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and and, with respect to any default under this clause (ii) only, such default shall continue for ten five (105) business days after notice to Purchaser, or (iii) Fund Member or Developer shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement, as applicable, prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Related/Oxford Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Related/Oxford Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Seller’s sole remedy under this Agreement by reason of any such default (but in addition to any remedies Seller or any affiliate of Seller may have under the Development Agreement or the Operating Agreement, as applicable) thereof shall be to terminate this Agreement and and, upon such termination, Seller shall be entitled to receive from Purchaser $6,500,000.00 (retain the “Liquidated Amount”) Deposit as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and upon the making of such payment, this Agreement shall cease and terminate, and thereafter neither party Purchaser nor Seller shall have any further rights or obligations hereunder under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser’s interest hereunder) shall be jointly and severally liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. Notwithstanding the foregoing, none of the above liquated damages shall be deemed to reduce or waive in any respect the additional obligations of Purchaser to indemnify Seller as provided in this Agreement. (b) If (i) Seller shall default in any of its obligations to be performed on the Closing Date, Date or (ii) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and and, with respect to any default under this clause (ii) only, such default shall continue for ten five (105) business days after notice to Seller, or (iii) Coach Legacy shall default in the performance of any of its material obligations to be performed under the Development Agreement or the Operating Agreement prior to the Closing Date and such default shall continue beyond any applicable notice and cure period provided thereunder (if any) and Coach Guarantor (as defined in the Development Agreement) shall fail to perform or caused to be performed such obligations in accordance with the terms of the Coach Guaranty (as defined in the Development Agreement) within the time period required thereunder, then Purchaser’s , as its sole remedy under this Agreement by reason of any such default by Seller (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conductthereof, shall have the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser following and upon advice of its counsel), shall be, subject to the other provisions of this Section 20(b), to either (Ai) seek to obtain specific performance of Seller’s obligations hereunder (provided that any action for specific performance shall be commenced within sixty (60) days after such defaultpursuant to Section 39(b), and if Purchaser prevails thereunderwith respect thereto, Seller the provisions of Section 35 shall reimburse Purchaser for all reasonable legal feesapply with respect thereto, court costs and all other reasonable costs of such action) or (Bii) terminate this Agreement, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, Purchaser’s sole remedy shall be to terminate this Agreement. If Purchaser elects to seek specific performance of this Agreement, then as receive a condition precedent to any suit for specific performance, Purchaser shall on or before the Closing Date fully perform all of its obligations hereunder which are capable of being performed (other than the payment return of the Purchase PriceDeposit, which shall be paid as and when required by the court in the suit for specific performance). Upon the termination of whereupon this Agreement pursuant to this Section 20(b), shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the foregoingcontrary contained herein, if specific performance of Seller’s obligations hereunder is not available to Purchaser by reason of Seller’s conveyance of any of the Properties or any direct or indirect interest therein (including, without limitation, the Interests) or a right or option to purchase any of the foregoing to a third party in violation of the terms of this Agreement or subjecting all or any portion of any of the foregoing to a voluntary lien, Purchaser shall have no the right to seek specific performancebring an action for damages against Seller for Seller’s default under this Agreement provided, if Seller that in any event any such action for damages will be capped at an amount equal to the Deposit (which amount shall be prohibited from performing its obligations hereunder in addition to the Purchaser’s right to receive a return of the Deposit), it being agreed that the damages by reason of Seller’s default are difficult, if not impossible, to ascertain. Nothing contained herein is intended to or shall be construed to limit any law, regulation, right or other legal requirement applicable to Sellerremedy of Purchaser after the Closing for a breach of any representation or warranty of Seller which survives the Closing which shall be governed by Section 11(j). (c) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall Seller be liable for any incidental, consequential, indirect, punitive, special or exemplary damages, or for lost profits, unrealized expectations or other similar claims in connection with this Agreement or the transactions contemplated hereby. (d) The provisions of this Section 20 shall survive the termination hereof.