Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, Purchaser fails to timely complete Settlement or otherwise materially breaches fails to perform any of its representations, warranties covenants or agreements obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser and retain the entire Deposit as liquidated damages, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specific performance of this Agreement by Purchaser (and receive reasonable out of pocket costs in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchaser, Seller shall not be precluded from thereafter electing the remedy set forth in clause (ii) above or, alternatively, Seller may elect to terminate this Agreement by written notice to Purchaser and retain the Deposit as liquidated damages. Notwithstanding anything herein to the contrary, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be immediately paid promptly delivered to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives thereafter neither party to this Agreement shall have any right to recover the balance of the Purchase Price, further rights or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaserobligations thereunder; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right recourse against Purchaser with respect to elect waiver of such uncured default and proceed to Settlement, (cx) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (dy) Seller’s rights any obligation of Purchaser under this Agreement or remedies with respect any document delivered at Settlement that requires performance after Settlement or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to any Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the foregoingoccurrence of Purchaser’s default. Purchaser Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall in be deemed a waiver by it of its right to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereofthereon or interest therein, and Purchaser hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser Nothing herein shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, Purchaser fails to timely complete Settlement or otherwise materially breaches fails to perform any of its representations, warranties covenants or agreements obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser and retain the entire Deposit as liquidated damages, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specificperformance of this Agreement by Purchaser (and receivereasonable out of pocket costs in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchaser, Seller shall not be precluded from thereafter electing the remedy set forth in clause (ii) above or, alternatively, Seller may elect to terminate this Agreement by written notice to Purchaser and retain the Deposit as liquidated damages. Notwithstanding anything herein to the contrary, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be immediately paid promptly delivered to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives thereafter neither party to this Agreement shall have any right to recover the balance of the Purchase Price, further rights or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaserobligations thereunder; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right recourse against Purchaser with respect to elect waiver of such uncured default and proceed to Settlement, (cx) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (dy) Seller’s rights any obligation of Purchaser under this Agreement or remedies with respect any document delivered at Settlement that requires performance after Settlement or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to any Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the foregoingoccurrence of Purchaser’s default. Purchaser Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall in be deemed a waiver by it of its right to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereofthereon or interest therein, and Purchaser hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser Nothing herein shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Seller’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without Purchaser defaults in the right to do so and in default performance of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, execution of the filing Membership Agreement described below, Seller may: (i) terminate this Agreement, in which event Seller shall be entitled to keep the Xxxxxxx Money and any other deposits obtained from Purchaser, including any interest thereon, as liquidated damages (and not as a penalty), the parties agreeing that Seller’s actual damages may be difficult to ascertain, and that the amount of the Xxxxxxx Money reasonably approximates the damages Seller would sustain in the event of a default by Purchaser, other than damage arising from any claims for mechanics’ liens resulting from work or recording materials ordered by Purchaser for the Unit (indemnification for which, if contemplated by this Agreement, shall be in addition to the retention of the Xxxxxxx Money and other deposits). In the event of such termination, Purchaser, upon demand, will execute and deliver such documents as Seller may reasonably request to evidence the termination or to remove any lien, lis pendens, affidavit, claim or action affecting cloud on title to the Property Unit. If Seller elects to terminate this Agreement following a default by Purchaser, and if, at the time of Seller’s exercise of that remedy, there remains outstanding and unpaid any invoice for work and/or materials for the Unit ordered by Purchaser, then Seller shall have the right, in addition to any other rights and remedies reserved or any part thereofallowed for Seller under this Agreement or by law, to pay those invoices to ensure that no mechanic’s or materialman’s lien will be imposed against the Unit, and to charge Purchaser for all amounts so paid by Seller. Without limiting Any amounts paid by Seller for such work or materials will bear interest at an annual rate of eighteen percent (18%) beginning the generality fifth (5th) day after Seller gives notice to Purchaser of the foregoing, amount paid by Seller and due from Purchaser; or (ii) assert a claim against Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowfor specific performance or damages or both.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. Purchaser The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purch aser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If In the event that Purchaser defaults in its obligations to consummate the transactions contemplated by this Agreement for any reason other than: (x) Seller’s default hereunder, (y) a failure of a condition precedent to Purchaser’s obligations hereunder or (z) the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, without prior to Closing, Seller shall have the right to do so terminate this Agreement and receive, liquidate (by Escrow Agent drawing upon the Acceptable Letters of Credit) and retain the Deposit as liquidated damages and as Seller’s sole and exclusive remedy for a breach of Purchaser’s obligations under this Agreement prior to Closing. Thereafter, except for Purchaser’s obligations which by their terms survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. Purchaser and Seller acknowledge that the damages to Seller in default the event of a breach of this Agreement prior to Closing would be difficult or impossible to determine, that the amount of the Deposit represents the parties best and most accurate estimate of the damages that would be suffered by Seller if the transactions contemplated by this Agreement should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Purchaser reasonably estimate would exist at the time of such breach. Notwithstanding the foregoing, if Purchaser fails to perform its obligations hereunderpursuant to this Agreement that survive Closing or the earlier termination of this Agreement, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to then Seller shall be deemed liquidated damages for Purchaser’s default entitled to pursue any and all remedies available at or law or in equity, as a result of such default, including, without limitation the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance damages against Purchaser, including, without limitation, damages suffered by Seller and/or its direct and indirect partners as a result of the Purchase PriceTrust not qualifying as a REIT for the Trust’s taxable year beginning January 1, or any part thereof2006, and the right subject to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing Section 6.3. The provisions of this Section 11 7.1 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with survive Closing. With respect to any of the foregoing. default by Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereofafter Closing, Seller acknowledges and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit agrees that Seller’s remedies under sole remedy shall governed by the terms of Section 18(i) below6.2 hereof.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery 13.1 Each of the entire Deposit to Seller following shall be deemed liquidated damages for constitute an “Event of Default” hereunder: (i) Purchaser’s default and failure to deliver the receipt Additional Deposit in accordance with the terms of all such funds shall be SellerParagraph 6.2 of this Agreement; or (ii) Purchaser’s exclusive and sole remedy, and Seller hereby waives any right failure to recover pay the balance Balance of the Purchase Price, or any part thereofclosing adjustment or closing cost required to be paid by Purchaser on the Closing Date in this Agreement, or the dishonor of any check given by Purchaser to Seller; or (iii) Purchaser’s failure to pay, perform or observe any of Purchaser’s other obligations under this Agreement; or (iv) Purchaser’s assignment of any of Purchaser’s property for the benefit of creditors, or Purchaser’s filing a voluntary petition in bankruptcy; or (v) if a non-bankruptcy trustee or receiver is appointed over Purchaser or Purchaser’s property, or an involuntary petition in bankruptcy is filed against Purchaser; or (vi) Purchaser’s assignment of this Agreement without the prior written consent of Seller (other than to any entity, which is expressly permitted by the terms of this Agreement without Seller’s consent); or (vii) Purchaser’s listing the Units, prior to the Closing, for resale or rental with any broker or advertising or otherwise offering, promoting or publicizing the availability of the Units for sale or rental without Seller’s prior written consent; or (viii) The recordation of this Agreement by Purchaser. 13.2 TIME IS OF THE ESSENCE with respect to Purchaser’s obligations to pay the Additional Deposit, if applicable, the Balance of the Purchase Price and to pay, perform or comply with Purchaser’s other material obligations under this Agreement. Upon the occurrence of an Event of Default on Purchaser’s part, Seller, in its sole discretion, may elect by notice to Purchaser to cancel this Agreement. If Seller elects to cancel pursuant to the terms of this Agreement, then this Agreement shall be deemed cancelled, and Seller shall have the right to retain, as and for liquidated damages, the entire Deposit and any interest earned on the Deposit. Upon the cancellation of this Agreement, Purchaser and Seller will be released and discharged of all further liability and obligations hereunder and under the Plan, and the right Units may be sold to pursue any other remedy permitted at law or in equity against Purchaser; providedanother as though this Agreement had never been made, however, that the foregoing provisions of this Section 11 shall not limit (a) and without any obligation of to account to Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to for any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any proceeds of such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowsale.

Default by Purchaser. (a) If Purchaser, without (i) Purchaser shall default in the right to do so and payment of the Purchase Price or in default the performance of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representationsother obligations to be performed on the Closing Date, warranties or agreements hereunder(ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, the entire Deposit with respect to any default under this clause (ii) only, such default shall continue for five (5) Business Days after notice to Purchaser, Seller's sole remedy by reason thereof shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to terminate this Agreement, and upon such termination Seller shall be deemed entitled to retain the Deposit (and all interest earned thereon) as liquidated damages for Purchaser’s 's default hereunder, it being agreed that the damages by reason of Purchaser's default are difficult, if not impossible, to ascertain, and thereafter Purchaser and Seller shall have no further rights or obligations under this Agreement except for those that are expressly provided in this Agreement to survive the receipt 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 all such funds or finance any Property or Interests or take any other actions with respect thereto (including, without limitation, the filing by Purchaser of any lis pendens or other form of attachment against any Property or Interest), then Purchaser (and any permitted assignee of Purchaser's interest hereunder) and shall be Seller’s exclusive liable for all losses, costs, damages, liabilities or expenses (including, without limitation, reasonable attorneys' fees, court costs and sole remedydisbursements but not consequential damages), and as determined by a final non-appealable judgment of court of competent jurisdiction to have been incurred by Seller hereby waives any right to recover by reason of such action by Purchaser. Notwithstanding the balance foregoing, none of the Purchase Price, foregoing provisions regarding liquidated damages or the provisions of the preceding sentence shall be deemed to reduce or waive in any part thereof, and respect the right additional obligations of Purchaser to pursue any other remedy permitted at law or indemnify Seller after the Closing Date as provided in equity against Purchaser; provided, however, that the foregoing Section 8.3 of this Agreement. The provisions of this Section 11 3.5 shall survive the termination hereof. (b) If Purchaser is unable to timely satisfy (and Seller has not limit waived in writing) the conditions precedent to Seller's obligation to effect the Closing pursuant to Section 7.2, then such failure shall constitute a default hereunder, in which case paragraph (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.3.5

Default by Purchaser. (a) If (i) the Closing does not occur due to Purchaser’s failure to proceed to Closing notwithstanding the satisfaction (or written waiver by Purchaser) of all conditions precedent which exist for the benefit of Purchaser hereunder, or (ii) on or before the Closing, (x) any representations and warranties made by Purchaser hereunder are inaccurate in any material respect when made or deemed made by Purchaser, without the right to do so and or (y) Purchaser is in default (other than as described in clause (i)) in respect of performing its obligations hereunder in any material respect, which is not cured within fifteen (15) days after notice thereof from Seller (but such fifteen (15) day period shall not extend the Closing Date and shall not extend beyond the Closing Date), then provided Seller shall not otherwise be in default performing any of its obligations hereunderhereunder in any material respect, fails Seller, as its sole and exclusive remedy, shall elect either: (x) to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, terminate this Agreement and receive the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed as liquidated damages for Purchaser’s default breaches occurring prior to the Closing Date, in which event all other rights and obligations of Seller and Purchaser hereunder shall terminate immediately and the receipt of all such funds parties shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right have no further rights or obligations hereunder except to recover the balance of the Purchase Price, or any part thereof, and the right extent expressly deemed to pursue any other remedy permitted at law or in equity against Purchasersurvive termination hereof; provided, however, that for the foregoing provisions avoidance of doubt, the Deposit shall be in addition to and not in lieu of any amounts owed to Seller by Purchaser as a result of indemnities which expressly survive termination of this Section 11 shall not limit Agreement; or (ay) any obligation to commence an action for specific performance (which action for specific performance must be filed in a court of competent jurisdiction and served on Purchaser under this Agreement or any document delivered at Settlement, that requires performance within thirty (30) days after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, alleged default occurs). (b) Seller’s right to elect waiver of such uncured default and proceed to SettlementIF SELLER TERMINATES THIS AGREEMENT AS PROVIDED IN CLAUSE (x) OF SECTION 10.2(a) AND RECEIVES THE DEPOSIT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS SECTION 10.2(b) THAT: (cI) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowIN THE EVENT OF SUCH A DEFAULT, or SELLER WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN; AND (dII) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereofTHE DEPOSIT, and hereby waives and relinquishes any such claims against the PropertyTOGETHER WITH ALL INTEREST EARNED THEREON, includingBEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER BY REASON OF SUCH A DEFAULT, but not limited toAND THE DEPOSIT AND INTEREST IS A REASONABLE AMOUNT UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT, the filing or recording of any lienIS NOT INTENDED TO BE A PENALTY IS MADE (PURCHASER ACKNOWLEDGING AND AGREEING THAT PURCHASER HAS FULLY CONSIDERED THE PROVISIONS OF THIS SECTION 10.2(b) AND SUCH CIRCUMSTANCES PRIOR TO ENTERING INTO THIS AGREEMENT AND HAS CONSULTED WITH PURCHASER’S COUNSEL WITH RESPECT THERETO); AND (III) UPON DELIVERY TO ESCROW AGENT BY SELLER OF WRITTEN NOTICE OF ITS ELECTION TO TERMINATE THIS AGREEMENT AS PROVIDED IN CLAUSE (x) OF SECTION 10.2(a) SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT TOGETHER WITH ALL INTEREST EARNED THEREON, lis pendensAS LIQUIDATED DAMAGES, affidavitAND PURCHASER SHALL FORTHWITH INSTRUCT ESCROW AGENT TO RELEASE THE DEPOSIT AND ALL INTEREST EARNED THEREON TO SELLER AND TO RETURN TO SELLER ALL DOCUMENTS AND INSTRUMENTS THERETOFORE DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF SELLER, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoingPROVIDED, Purchaser shall not haveHOWEVER, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowTHAT THE DEPOSIT SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY AMOUNTS OWED TO SELLER BY PURCHASER AS A RESULT OF INDEMNITIES WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT.

Default by Purchaser. 8.1. If Purchaser, without the right to do so and in default of its obligations hereunder, Purchaser neglects or fails to complete Settlement pay or otherwise materially breaches satisfy any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance portion of the Purchase Price, Price in the manner provided for or fails to comply with any agreement on his part thereof, and (subject to the right Property Law Xxx 0000 so far as the said Act may apply) the Vendor shall be at liberty in addition to pursue any other remedy permitted rights and remedies conferred upon him at law or in equity against Purchaserto: 8.1.1. xxx the Purchaser for breach of contract; provided, however, or 8.1.2. xxx the Purchaser for specific performance of this Agreement and/or damages; or 8.1.3. terminate this Agreement; and (i) forfeit the deposit; and/or (ii) xxx the Purchaser for damages for breach of contract; and in the event that the foregoing provisions Vendor shall so terminate the Agreement the Vendor shall in addition to any other rights and remedies provided be entitled to all interest which has accrued on the deposit and be at liberty to resume possession and/or resell the Land and the chattels in such manner and upon such terms and conditions as the Vendor may think proper. Any deficiency in consideration on such resale and the expenses of this Section 11 and incidental to retaking possession and effecting the sale shall not limit be payable to the Vendor by the Purchaser and may be recovered as a debt due in any court of competent jurisdiction. Where the Vendor has lawfully exercised the right to terminate the Agreement and re-sell the property then under no circumstances shall the Vendor be liable to make any payment to the Purchaser regardless of the price received by the Vendor in respect of any re-sale. 8.2. Without in any way derogating from the previous clause 8.1, any moneys (aincluding any deposit) any obligation of Purchaser which are payable under this Agreement or any document delivered which are not paid on the due date for payment shall bear interest from (but excluding) that date until (and including) the date on which such moneys are paid at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described rate specified in Section 14 below, or (d) Seller’s rights or remedies with respect to any Part 12 of the foregoingSchedule. Purchaser Any Judgement for such moneys shall in no event have or make or create any cloud likewise bear interest from the date of Judgement until the date of payment. 8.3. For the purposes of clause 8.2 interest on unpaid moneys will: (i) accrue from day to day; (ii) be capitalised on the title to last day of each month; (iii) be computed from the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowdue date for payment until actual payment.

Default by Purchaser. If In the event that Purchaser defaults in its obligations to consummate the transactions contemplated by this Agreement for any reason other than: (x) Seller’s default hereunder, (y) a failure of a condition precedent to Purchaser’s obligations hereunder or (z) the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, without prior to Closing, Seller shall have the right to do so terminate this Agreement and receive, liquidate (by Escrow Agent drawing upon the Acceptable Letters of Credit) and retain the Deposit as liquidated damages and as Seller’s sole and exclusive remedy for a breach of Purchaser’s obligations under this Agreement prior to Closing. Thereafter, except for Purchaser’s obligations which by their terms survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. Purchaser and Seller acknowledge that the damages to Seller in default the event of a breach of this Agreement prior to Closing would be difficult or impossible to determine, that the amount of the Deposit represents the parties best and most accurate estimate of the damages that would be suffered by Seller if the transactions contemplated by this Agreement should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Purchaser reasonably estimate would exist at the time of such breach. Notwithstanding the foregoing, if Purchaser fails to perform its obligations hereunderpursuant to this Agreement that survive Closing or the earlier termination of this Agreement, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to then Seller shall be deemed liquidated damages for Purchaser’s default entitled to pursue any and all remedies available at or law or in equity, as a result of such default, including, without limitation the receipt of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance damages against Purchaser, including, without limitation, damages suffered by Seller and/or its direct and indirect partners as a result of one or more of the Purchase PriceTrusts not qualifying as a REIT for such Trust’s taxable year beginning January 1, or any part thereof2007, and the right subject to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing Section 6.3. The provisions of this Section 11 7.1 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with survive Closing. With respect to any of the foregoing. default by Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereofafter Closing, Seller acknowledges and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit agrees that Seller’s remedies under sole remedy shall governed by the terms of Section 18(i) below6.3 hereof.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller Se ller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If PurchaserIn the event that Purchaser should fail to consummate the transaction contemplated by this Agreement for any reason, without the right to do so and in default except as a result of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunderSeller’s uncured default, the entire Deposit shall be immediately paid failure of a condition precedent, or the permitted termination of this Agreement by Seller or Purchaser pursuant to Seller. Such payment or delivery any other provision of the entire Deposit to this Agreement, Seller shall be deemed entitled to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages for Purchaser’s default such default, and the receipt not as a penalty or forfeiture, in satisfaction of all such funds shall be claims and as Seller’s exclusive and sole remedyremedy against Purchaser hereunder, and Seller hereby waives any right to recover the balance of the Purchase Price, shall have no other recourse or any part thereof, and the right to pursue any other remedy permitted at law or in equity against equity. Seller and Purchaser agree that it would be impracticable and extremely difficult to fix the actual damages suffered by Seller as a result of Purchaser; ’s failure to complete the purchase of the Property pursuant to this Agreement. The parties further agree that under the circumstances existing as of the date hereof, the liquidated damages provided for in this Section 6.1 represent a reasonable estimate of the damages which Seller would incur as a result of such failure, provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term or provision herein which is stated to survive termination of this Agreement or shall survive any such document that survives termination. Except for the expiration or earlier termination hereof, obligation to timely complete a Closing of this Agreement for a reason other than (bi) Seller’s right to elect waiver of such uncured default and proceed to Settlementdefault, (cii) failure of a condition to Purchaser’s repair or indemnification obligations obligation to Seller as described in Section 14 belowclose, or (diii) Seller’s rights the exercise by Purchaser or remedies with respect to any Seller of an express right of termination granted herein, in the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoingdefault by Purchaser, Purchaser shall not have, and hereby waives, any vendees’ lien against have ten (10) calendar days after the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowdate Purchaser receives written notice from seller specifying the default within which to remedy such default.

Default by Purchaser. If Purchaserfollowing five (5) business days notice and cure (except for a failure to deliver the Purchase Price in accordance with Section 2 or to close the transaction on the Closing Date), without the right to do so and Purchaser is in default of its obligations hereunder, fails hereunder to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, consummate the entire Deposit shall be immediately paid to Seller. Such payment or delivery purchase of the entire Properties in accordance with the terms of this Agreement and Sellers are not in default, then Sellers will be entitled, as their sole remedy, to terminate this Agreement, and receive the Deposit (including any portion of the Deposit delivered pursuant to Seller shall be deemed the Guaranty) as liquidated damages for Purchaser’s default the breach of this Agreement. In connection with the foregoing, Purchaser and Deposit Guarantor hereby consent to this Agreement constituting an agreement for judgment and agree not to contest (other than as provided in Article XIII) any suit on the receipt of all such funds Guaranty. In addition to the Deposit, Sellers shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right entitled to recover from Purchaser any and all costs incurred by Sellers in connection with obtaining the balance Deposit as a result of the Purchase PriceDeposit not being made in the form of cash. Notwithstanding the foregoing, or any part thereof, and the right to pursue any other remedy permitted at law or nothing contained in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not 11.1, will limit the rights of Seller and liability of Purchaser following the Closing under (ai) any obligation of indemnity provided by Purchaser under this Agreement or Agreement; (ii) any document of the documents and instruments executed and delivered at Settlement, that requires performance after Settlement, or any term to Sellers pursuant to the terms and conditions of this Agreement or such document that survives Agreement, and (iii) any actions commenced after the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies Closing for any Property with respect to any obligation or representation of either the foregoing. applicable Seller or Purchaser shall in no event have or make or create any cloud on attributable to such Property, which by the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Propertyterms of this Agreement survives Closing, including, but not limited to, the filing or recording provisions regarding confidentiality and payment of any lienbrokerage fees. THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, lis pendensIF NOT IMPOSSIBLE, affidavitTO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLERS IN THE EVENT OF PURCHASER’S DEFAULT OR FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. THE PARTIES, claim or action affecting title to the Property or any part thereofHAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY PROPERTY AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO FIFTY MILLION DOLLARS ($50,000,000) (THE “LIQUIDATED DAMAGES AMOUNT”). Without limiting the generality of the foregoingTHEREFORE, Purchaser shall not haveIN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY PROPERTY AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLER IS NOT THEN OTHERWISE IN DEFAULT HEREOF, and hereby waivesTHEN, any vendees’ lien against the PropertySELLER SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AS SELLER’S SOLE AND EXCLUSIVE REMEDY. The foregoing shall not limit Seller’s remedies under Section 18(iTHE LIQUIDATED DAMAGES AMOUNT HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY PROPERTY AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON PURCHASER’S FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. OTHER THAN WITH RESPECT TO THE GUARANTY, IN NO EVENT SHALL SELLER SEEK SATISFACTION FOR ANY OBLIGATION FROM ANY PARTNERS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LEGAL REPRESENTATIVES OF PURCHASER OR ITS AFFILIATES NOR SHALL ANY OF THE FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF PURCHASER. Sellers: Purchaser: (Initials) below.(Initials)

Default by Purchaser. If PurchaserIf, without on or before the right Closing Date, (a) this Agreement has not been terminated; (b) Seller has performed in all material respects all obligations of Seller under this Agreement to do so be performed on or before the Closing; and (c) Seller is ready, willing and able to proceed to Closing; but (d) Purchaser defaults in default performing any of its obligations hereunderunder this Agreement, fails including its obligation to complete Settlement or otherwise materially breaches any purchase the Property, Seller shall have the right as its sole and exclusive remedy to terminate this Agreement and be paid the Deposit (the “Purchaser Default Amount”). Seller and Purchaser agree that in the event of its representations, warranties or agreements hereundersuch a default, the entire Deposit shall damages that Seller would sustain as a result thereof would be immediately paid difficult if not impossible to Sellerascertain. Such payment or delivery of the entire Deposit to Therefore, Seller and Purchaser agree that, Seller shall be deemed paid the Purchaser Default Amount as full and complete liquidated damages for Purchaser’s default damages, and the receipt of all such funds shall be not as a penalty or forfeiture, as Seller’s sole and exclusive remedy. After Closing, the foregoing provisions of this Section 11.2 shall not limit Seller’s rights and sole remedyremedies in the event of any breach, default or failure of performance by Purchaser of any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the Closing or the termination of this Agreement. The foregoing shall not apply to, and Seller hereby waives any shall have no right to recover the balance Purchaser Default Amount in connection with, a breach, default or failure of the Purchase Price, or any part thereof, and the right performance by Purchaser pursuant to pursue any other remedy permitted at law or in equity against PurchaserSection 14.4; provided, however, that the foregoing provisions of this Section 11 Seller shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right be entitled to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies pursue an action for actual damages with respect to any such breach, default or failure of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowperformance by Purchaser.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; providedprovided , however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendensxxx xxxxxxx, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without Purchaser defaults in the right to do so and in default performance of its obligations hereunderobligations, fails to complete Settlement or otherwise materially breaches any of its representationsSeller may: (i) terminate this Agreement, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to in which event Seller shall be deemed entitled to keep the Xxxxxxx Money and any other deposits obtained from Purchaser, including any interest thereon, as liquidated damages (and not as a penalty), the parties agreeing that Seller's actual damages may be difficult to ascertain, and that the amount of the Xxxxxxx Money reasonably approximates the damages Seller would sustain in the event of a default by Purchaser, other than damage arising from any claims for Purchaser’s default and mechanics' liens resulting from work or materials ordered by Purchaser for the receipt of all such funds Unit (indemnification for which, if contemplated by this Agreement, shall be in addition to the retention of the Xxxxxxx Money and other deposits). In the event of such termination, Purchaser, upon demand, will execute and deliver such documents as Seller may reasonably request to evidence the termination or to remove any cloud on title to the Unit. If Seller elects to terminate this Agreement following a default by Purchaser, and if, at the time of Seller’s exclusive and sole 's exercise of that remedy, there remains outstanding and unpaid any invoice for work and/or materials for the Unit ordered by Purchaser, then Seller hereby waives any right shall have the right, in addition to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law rights and remedies reserved or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser allowed for Seller under this Agreement or any document delivered by law, to pay those invoices to ensure that no mechanic's or materialman's lien will be imposed against the Unit, and to charge Purchaser for all amounts so paid by Seller. Any amounts paid by Seller for such work or materials will bear interest at Settlement, that requires performance an annual rate of eighteen percent (18%) beginning the fifth (5th) day after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right Seller gives notice to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any Purchaser of the foregoing. amount paid by Seller and due from Purchaser; or (ii) assert a claim against Purchaser shall in no event have for specific performance or make damages or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowboth.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the th e expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Xxxxxxxxx’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. If Purchaser, without the right to do so and Purchaser is in default of its obligations hereunderhereunder to consummate the purchase of any Property in accordance with the material terms of this Agreement after notice and three (3) Business Days’ opportunity to cure, fails then the Sellers who have not yet closed on their Shopping Centers will be entitled, as their sole and exclusive remedy, to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, terminate this Agreement by written notice to Purchaser and Escrow Agent after the entire Deposit shall be immediately paid to Seller. Such payment or delivery expiration of the entire cure period, and receive the Deposit to Seller shall be deemed as liquidated damages for Purchaser’s default and the receipt breach of all such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaserthis Agreement; provided, however, in the event that at the foregoing provisions time of termination of this Agreement, Northlake Mall is the last remaining Shopping Center which has not been purchased by Purchaser, Northlake Seller shall receive a portion of the Deposit in an amount equal to the equity in Northlake Mall (which equity amount shall equal the individual purchase price for Northlake Mall as set forth in the Effective Date Letter less the principal balance of the Mortgage Loan with respect to Northlake Mall) and the remaining balance of the Deposit shall be simultaneously returned to Purchaser. Notwithstanding the foregoing, nothing contained in this Section 11 shall not 11.1, will limit the rights of any Seller and liability of Purchaser following the Closing under (ai) any obligation of indemnity expressly provided by Purchaser under this Agreement that survives the Closing or termination of this Agreement; (ii) any document of the documents and instruments executed by Purchaser and delivered at Settlement, that requires performance after Settlement, or any term to such Seller pursuant to the terms and conditions of this Agreement or such document that survives in connection with the expiration or earlier termination hereofClosing, and (biii) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies any actions commenced after the Closing with respect to any obligation or representation of Purchaser, which, in each case, by the foregoingterms of this Agreement survives Closing or the termination of this Agreement. For avoidance of doubt, (i) nothing contained herein shall limit each Seller’s rights and remedies if Purchaser shall is in no event have or make or create default of any cloud on the title to the Property or any part thereofof its other pre-Closing obligations, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser (ii) Seller shall not havehave the right of specific performance to require Purchaser to consummate the transactions contemplated hereunder. THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, and hereby waivesIF NOT IMPOSSIBLE, any vendees’ lien against the PropertyTO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLERS WHO ARE SELLERS AT THE TIME IN THE EVENT OF PURCHASER’S DEFAULT OR FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. The foregoing shall not limit Seller’s remedies under Section 18(iTHE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLERS WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT (THE “LIQUIDATED DAMAGES AMOUNT”). THEREFORE, IN THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, THEN, SELLERS WHO HAVE NOT YET CLOSED ON THEIR SHOPPING CENTERS SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AS THEIR SOLE AND EXCLUSIVE REMEDY. THE LIQUIDATED DAMAGES AMOUNT HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLERS WILL SUFFER BASED UPON PURCHASER’S FAILURE TO CONSUMMATE THE PURCHASE OF ANY SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT AND SELLERS SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON PURCHASER’S FAILURE TO PERFORM AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. IN NO EVENT SHALL ANY SELLER SEEK SATISFACTION FOR ANY OBLIGATION FROM ANY PARTNERS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LEGAL REPRESENTATIVES OF PURCHASER NOR SHALL ANY OF THE FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF PURCHASER. Sellers: _/s/ SJL_____ Purchaser:_/s/ JS________ (Initials) below.(Initials)

Default by Purchaser. If Purchaser shall have made any representation or warranty herein which shall be untrue in any material respect when made or updated as herein provided and Sellers or Tenant have knowledge of such default prior to or on the Closing Date, or if Purchaser shall fail to perform any of the material covenants and agreements contained herein and such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to effectuate a cure of the same) after written notice thereof from Sellers or Tenant, Sellers' and Tenant's sole remedy shall be (A) to terminate this Agreement with respect to such Property affected by Purchaser's breach (the "Terminated Property") and this Agreement shall be of no further force and effect with respect to the Terminated Property, except with respect to provisions hereof which by their express terms survive a termination of this Agreement in which event Purchaser shall reimburse to Sellers, MI and Tenant an amount equal to (x) Seller's, MI's, and Tenant's direct, out of pocket expenses incurred in respect of the Properties, not to exceed a combined total of $300,000 payable to Sellers, MI and Tenant as they may direct, multiplied by (x) a fraction with the numerator equal to the Purchase Price allocated to the Terminated Property and the denominator equal to the total Purchase Price of all of the Properties; or (B) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the right to do so Purchase Price on account thereof. It is understood and in agreed that for purposes of this Section 10.2, if a default of its obligations hereunderresults from a false representation or warranty, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller such default shall be deemed liquidated damages for Purchaser’s default and cured if the receipt of all events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such funds shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance representation or warranty was false as of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowdate actually made.

Default by Purchaser. If Purchaser, without the right to do so and Should Purchaser (A) violate or fail (in default breach of its obligations hereunder, fails ) to complete Settlement fulfill or otherwise materially breaches perform any of its representationsthe terms, warranties conditions or agreements hereunderundertakings set forth in this Agreement applicable to it at or prior to Closing, and if as a result thereof a Closing hereunder shall not occur, or (B) fail to make the entire Second Deposit and the Third Deposit, as applicable, strictly in accordance with the requirements of Section 4.1 hereof, then in any such case (1) as Sellers' sole remedies therefor, as liquidated damages (and not as a penalty) for such breach, as full, complete and final damages in respect thereof, (x) Escrow Agent shall pay and deliver to Sellers the Escrow Funds and (y) if Purchaser has closed Purchaser's IPO or thereafter closes Purchaser's IPO, in addition to Sellers' other rights and remedies hereunder (and not in lieu thereof), Purchaser and Purchaser's REIT Entity shall be immediately paid jointly and severally liable to pay to Seller. Such payment or delivery , within three (3) days after Sellers' written demand therefor, an amount equal to $3,000,000 (which amount is payable to Sellers in addition to the Escrow Funds) ("Purchaser's REIT Entity's IPO Guaranty"), (2) all Seller Property Materials, if any, delivered by any Seller to Purchaser shall be returned to Sellers, and all Purchaser Property Materials, to the extent in Purchaser's possession, shall be delivered to Sellers and shall belong to and become the property of Sellers without cost to any Seller, and (3) upon satisfaction by Purchaser of the entire Deposit to Seller delivery requirements in clause 20.2. (2) above, this Agreement shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds shall be Seller’s exclusive and sole remedyterminate, and Seller hereby waives no party shall have any right further liability or obligation hereunder to recover the balance any other, except under such provisions which shall expressly survive a termination of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing this Agreement. The provisions of this Section 11 20.2 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term survive termination of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) belowAgreement.

Default by Purchaser. If Purchaser, without the right to do so and in default def xxxx of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, Seller shall be entitled to terminate this Agreement and have the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the termination and receipt of all such funds shall be Seller’s sole and exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereofthereo f, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowSections 2(b), 13 and 14, or (d) Seller’s rights or remedies with respect to any of the foregoingforegoing or as otherwise expressly provided herein. The parties acknowledge that Xxxxxx’s damages because of Purchaser’s default hereunder are difficult to ascertain and agree that the amount of the Deposit represents a reasonable estimate of Seller’s damages. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies right to recover costs and expenses under Section 18(i20(i) below.

Default by Purchaser. (i) Purchaser acknowledges that this Agreement is the sole inducement for Seller to hold the Unit off the market. If Purchaser, without Purchaser shall fail to pay or cause to be paid the right to do so and in default of its obligations hereunder, Balance Due at closing or otherwise fails to complete Settlement or otherwise materially breaches any settle under this Agreement as and when required by the terms of its representationsthis Agreement, warranties or agreements hereunder, the entire Deposit shall be immediately paid then Seller may terminate this Agreement by giving notice to Seller. Such payment or delivery of the entire Deposit to Purchaser and Seller shall be deemed entitled to retain the Deposit as complete and liquidated damages for Purchaser’s default 's breach or default. Thereafter, this Agreement shall terminate and the receipt of all such funds Seller and Purchaser shall be Seller’s exclusive and sole remedyrelieved of further liability under this Agreement, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that equity. Seller and Purchaser have considered carefully the foregoing provisions loss to Seller occasioned by taking the Unit off the market as a consequence of this Section 11 shall not limit (a) any obligation Agreement, and the other damages, general and specific, which Seller will suffer as a result of Purchaser Purchaser's failure to close under this Agreement or and Seller and Purchaser have determined that the amount of the Deposit is a fair and reasonable estimate of those damages and not a penalty. If Purchaser fails to perform any document delivered at Settlement, that requires performance after Settlement, or any term of its obligations under this Agreement other than its obligation to close, Seller shall have all rights and remedies for such breach or such document that survives the expiration default as may be available at law or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Propertyequity, including, but not limited towithout limitation, applying the filing or recording Deposit as a general fund for the payment of any lien, lis pendens, affidavit, claim or action affecting title damages in addition to the Property or any part thereofpursuing such legal and/or equitable remedies as Seller may have on account of Purchaser's default. Without limiting the generality foregoing, Seller shall have the right to terminate this Agreement and retain the Deposit if Purchaser defaults in any of Purchaser's obligations to be performed at any time after the date of this Agreement and prior to closing. (ii) Following notice of termination by Seller as provided in subparagraph (i) above, Seller shall be free to sell the Unit to others, and Seller shall be under no obligation to account to Purchaser for any part of the foregoingproceeds of such sale(s). Notwithstanding the above, at Seller's sole option, Purchaser may be permitted to defer settlement on the Unit after the date scheduled for settlement, provided that the Total Purchase Price for the Unit shall not haveincrease by $250.00 per day for each day settlement is delayed from the originally scheduled date for settlement through the actual settlement date. Purchaser waives his vendee's lien and rights thereto (if any). (iii) In the event that Purchaser shall, after the execution of this Agreement, communicate to Seller and/or Seller's agent, whether orally or in writing, an expression of Purchaser’s intention to refuse to make settlement hereunder in anticipation of the time of performance, and hereby waivesin the further event that Seller, any vendees’ lien against at the Property. The foregoing time of such communication, is not in breach of this Agreement, it is expressly agreed by the parties hereto that such action by Purchaser shall be deemed to be a breach of this Agreement by anticipation, in which event Seller shall treat this Agreement as breached, renounced and abandoned by Purchaser notwithstanding the fact that at the time of Purchaser’s expressions of refusal Seller may not limit have fully performed its obligations under this Agreement. (iv) Purchaser shall be in default of this Agreement and Seller shall be entitled to the remedies set forth in this Section 17 if Purchaser engages in specific acts or a course of dealing that materially disrupts Seller’s remedies under Section 18(istandard and customary contract performance process, including but not limited to the following actions: (1) below.refusal to deal with the particular people whom Seller has designated as its representative to perform certain aspects of this Agreement, such as the designated field manager, salesperson, closing administrator or other representatives of Seller designated for particular parts of Seller’s contract performance;