Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. If Purchaser fails to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.

Default by Purchaser. If Where Purchaser fails has ---------------------- recorded his/her Sales Contract and Purchaser defaults and otherwise refuses to timely complete Settlement reconvey legal or otherwise fails equitable title to perform Nominee, Nominee shall assign the recorded Sales Contract to FCI or FAC (as applicable, as the beneficial owners of such recorded Sales Contract, or, if applicable, as servicer under the 1993-A Pledge Agreement or the Triple-A Credit Agreement) for foreclosure or other appropriate action. Subject to the provisions of Section 12 hereof, Nominee may rely on the written request of FCI or FAC, as applicable, in regard to the assignment of said recorded Sales Contracts." 8. The second sentence of Section 10 of the Agreement is hereby amended to read as follows: "Each Bank shall indemnify and hold harmless Nominee from any and all claims, demands, actions or causes of action, including all costs and expenses of any nature that Nominee may incur in connection therewith, which relate to or arise out of any action or failure to act of the Nominee, which action or inaction was in good faith pursuant to and in reliance upon written instructions from such Bank to the Nominee." 9. The first paragraph of Section 12 of the Agreement is hereby amended to read as follows: "In the event of default of Fairfield, FAC, FFC or FCC under any of its covenants the Loan Agreements, the related Bank shall notify Nominee in writing of such event at such time as notice of such default is given to Fairfield, FAC, FFC or obligations hereunder, then Seller may electFCC, as its sole the case may be, which writing shall identify those Properties giving rise to Sales Contracts related to the defaulted Loan Agreement and exclusive remedymay further instruct Nominee that, with respect to (i) terminate this such Properties, Nominee shall act only upon the written instructions of the related Bank and any prior lienholder with respect to such Properties and the related Sales Contracts, whereupon Nominee shall only take action with respect to the Properties identified in the notice, notwithstanding instructions of FCI, FAC, FFC or FCC to the contrary, as directed by the related Bank and any prior lienholder." 10. The second paragraph of Section 12 of the Agreement by is hereby amended to read as follows: "The receipt of any notice of default shall relate only to the specific Loan Agreement identified therein. As to all other Loan Agreements, Nominee shall continue to act upon the written notice to Purchaser an d retain request of Fairfield, FAC, Bank of Boston, the Deposit as liquidated damagesAgent Bank, 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 1992 Purchaser, Seller shall not be precluded from thereafter electing the remedy set forth in clause (ii) above or1993-A Trustee or the Triple-A Collateral Agent, alternativelyas the case may be, Seller may elect as to terminate this the Properties relating thereto." 11. Section 13 of the Agreement is hereby amended by written notice to Purchaser and retain adding the Deposit as liquidated damages. following paragraph thereto: "Notwithstanding anything herein to the contrarycontrary and specifically notwithstanding the provisions of Section 3(a) hereof, if the interest in Properties related to the Triple-A Intervals granted to the Triple-A Collateral Agent by this Agreement is terminated by Seller due and the Triple-A Credit Agreement are hereby deemed superior and senior to a default by Purchaser, then Seller shall be entitled any and all interests granted pursuant to the Deposit Mortgages listed in Schedule B hereto. The parties hereto acknowledge that Nominee holds title to the Triple-A Intervals for the benefit of the purchasers of the Triple-A Intervals and the Triple-A Collateral Agent, subject only to the terms and conditions of the related Sales Contracts and the Triple-A Credit Agreement, respectively. The Nominee shall not transfer, pledge or assign the Triple-A Intervals except as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to expressly provided herein. The provisions of this Agreement shall have any further rights or obligations thereunder; providedparagraph, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect apply to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under Triple- A Intervals that may be granted the Triple-A Collateral Agent by this Agreement or any document and the Triple-A Credit Agreement on Contract Grant Dates (as defined in the Triple-A Credit Agreement), if any, occurring after the Effective Restatement Date (as defined in the Triple-A Credit Agreement), until releases and assignments covering such Property have been delivered at Settlement that requires performance after Settlement or that by any term to the Nominee in accordance with the requirements of this Agreement or such document survives the expiration or earlier termination Section 4(f) hereof." 12. As a condition precedent to Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90Section 14(c) days after its receipt of actual knowledge or notice of the occurrence of Purchaser’s default. Seller agrees that its failure Agreement is hereby amended to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.read as follows:

Default by Purchaser. If Purchaser fails to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderdefaults under this Agreement, then Seller may electshall be entitled, as its sole and exclusive remedyremedy (without limiting Seller’s rights under Section 10.20 below), to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 receive the Deposit E▇▇▇▇▇▇ Money as liquidated damages. Notwithstanding anything herein to damages for the contrarybreach of this Agreement, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to it being agreed between the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, parties hereto that the provisions actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the E▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ MONEY AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller _______ Purchaser _______ Nothing contained in this Section 11 6.1 shall not limit Seller’s recourse or prevent Seller from (a) asserting any legal or equitable claims against Purchaser with respect to (x) Purchaser’s repair any indemnification of Seller under this Agreement or indemnification obligations obligation to Seller as described in pay attorneys’ fees and other amounts under Section 14 below10.20, or (yb) enforcing any indemnity obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement preclude Seller from obtaining a damage award in connection therewith, or that by any term (c) enforcing Purchaser’s other obligations and liabilities which survive a termination of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowAgreement.

Default by Purchaser. If Purchaser fails shall default in its obligation to timely complete Settlement or otherwise fails purchase the Property pursuant to perform any this Agreement, Purchaser agrees that Seller shall have the right to have the Escrow Agent deliver the ▇▇▇▇▇▇▇ Money to Seller as liquidated damages to recompense Seller for time spent, labor and services performed, and the loss of its covenants bargain. Purchaser and Seller agree that it would be impracticable or obligations extremely difficult to affix damages if Purchaser so defaults and that the ▇▇▇▇▇▇▇ Money, together with the interest thereon, represents a reasonable estimate of Seller’s damages. Seller agrees to accept the ▇▇▇▇▇▇▇ Money as Seller’s total damages and relief hereunder if Purchaser defaults in its obligation to close hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 PurchaserPurchaser does so default, 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall be terminated and Purchaser shall have any no further rights right, title or obligations thereunder; providedinterest in or to the Property. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING PROVISIONS SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT PLUS ANY INTEREST ACCRUED THEREON REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, howeverBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, that the provisions of this Section 11 shall not limit 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 9.1, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. Seller’s recourse against Purchaser with respect to (x) Initials: RDG Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.Initials: KT

Default by Purchaser. If In the event the Closing and the consummation of the transactions contemplated herein with respect to such Closing do not occur as provided herein by reason of any default of Purchaser fails to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderQualified Assignees, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement elect by delivering written notice to Purchaser an d retain the 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 in which case the ▇▇▇▇▇▇▇ Money Deposit 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 all interest earned thereon shall be entitled to released and paid by the Deposit as liquidated damages, which Deposit shall be promptly delivered Escrow Agent to Seller, and thereafter neither party to this Agreement the Purchaser and Qualified Assignee shall have any no further rights or obligations thereunder; providedunder this Agreement except for the Termination Surviving Obligations. Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages that Seller may suffer if Closing fails to occur due to the default of any one or more of the Purchaser or the Qualified Assignees. Accordingly, however, Purchaser and Seller hereby agree that (x) payment to Seller of the provisions ▇▇▇▇▇▇▇ Money Deposit as provided above is a reasonable estimate of this Section 11 shall not limit Seller’s recourse against the total net detriment Seller would suffer if any one or more of Purchaser or the Qualified Assignees defaults with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowClosing, or and (y) such amount will be the full, agreed and liquidated damages for Purchaser’s or such Qualified Assignee’s default and failure to complete the purchase of the Properties, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any obligation default of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term a Qualified Assignee resulting in the failure of this Agreement or such document survives the expiration or earlier termination hereofconsummation of Closing. As a condition precedent to 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 The payment of actual knowledge or notice of the occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest therein, and Purchaser hereby waives and relinquishes any such claims against amounts as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the Propertyforegoing, 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. Nothing nothing contained herein shall will limit Seller’s remedies under Section 18(i) belowat law, in equity or as herein provided in the event of a breach by Purchaser or any Qualified Assignee of any of the Termination Surviving Obligations.

Default by Purchaser. If Purchaser fails shall fail to timely close the transaction contemplated by the terms of this Agreement (provided that all conditions benefiting Purchaser have been satisfied or expressly waived in writing), and such default shall not be cured within ten (10) days after the receipt of notice thereof from Seller (provided that no notice or cure period shall be provided for the failure to complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderthe Closing on the date required herein), then Seller may elect, as its sole and exclusive remedyremedy terminate this Agreement and demand, as liquidated damages, an amount equal to [***] of the Purchase Price plus the purchase price under the Hawthorne Airport Purchase Agreement in the aggregate (the “Liquidated Sum”), and upon payment to Seller and Hawthorne Airport of the Liquidated Sum neither party shall have any further obligation or liability to the other under this Agreement or the Hawthorne Airport Purchase Agreement, except for the Post-Termination Surviving Obligations and the “Post-Termination Surviving Obligations” as defined in the Hawthorne Airport Purchase Agreement. In the event Seller elects to terminate this Agreement pursuant to this Section, Purchaser and Seller agree that it would be impractical and extremely difficult to estimate the damages which Seller may suffer and Purchaser and Seller do hereby agree that a reasonable estimate of the total net detriment that Seller would suffer in the event that Seller terminates this Agreement pursuant to this Section 11.2 is and shall be an amount equal to the Liquidated Sum, together with the accrued interest thereon. Such payment of the Liquidated Sum is not intended as a penalty, but as full liquidated damages. SUCH RETENTION OF THE LIQUIDATED SUM BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. Purchaser Initials: /s/ EL_____________ Seller Initials: /s/ RF______________________ Provided, however, neither the termination of this Agreement nor the Closing shall limit, affect or impair any (i) terminate this Agreement by written notice to indemnity, defense and hold harmless obligations of Purchaser an d retain the Deposit as liquidated damageshereunder, or (ii) waive any of the uncured default and proceed to Settlement, or (iii) seek specificperformance Post-Termination Surviving Obligations of Purchaser hereunder which expressly survive termination 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, or the Closing; Seller shall not be precluded restricted from thereafter electing bringing an action against the remedy set forth in clause (ii) above orPurchaser seeking damages for or relief from any failure to comply with or breach by the Purchaser of any such obligations, alternativelyor for expungement or relief from any lis pendens, Seller may elect to terminate this Agreement by written notice to Purchaser and retain the Deposit as liquidated damagesinjunction or other restraint. Notwithstanding anything herein to the contraryforegoing, if this Agreement upon an action filed by Purchaser a court determines that forfeiture of the Liquidated Sum is terminated by Seller due to a default by Purchaseran illegal penalty, then Seller shall be entitled retains all its rights and remedies at law or in equity as a result of Purchaser’s default hereunder. With respect to the Deposit as liquidated damagesany Purchaser obligations hereunder which survive Closing, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of nothing in this Section 11 shall not limit limits any of Seller’s recourse against Purchaser rights and remedies with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term a breach of this Agreement or such document survives the expiration or earlier termination hereofafter Closing by Purchaser. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.12​

Default by Purchaser. If the sale contemplated hereby is not consummated because of a default by Purchaser fails in its obligation to timely complete Settlement purchase the Property in accordance with this Agreement after Seller has performed or otherwise fails to perform any tendered performance of all of its covenants or obligations hereunderin accordance with this Agreement, then Seller may electSeller, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 permitted to terminate this Agreement by written notice to Purchaser and retain in which event 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 parties hereto shall be entitled to the Deposit as liquidated damages, released from all further obligations hereunder except those which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions expressly survive a termination of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowAgreement. IN THE EVENT OF SUCH TERMINATION, or (y) any obligation of Purchaser under this Agreement or 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 hereofSELLER SHALL BE ENTITLED TO RECEIVE THE ▇▇▇▇▇▇▇ MONEY FROM ESCROW AGENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY IN FULL SATISFACTION OF ITS CLAIM AGAINST PURCHASER FOR FAILING TO CLOSE THE TRANSACTIONS CONTEMPLATED HEREIN. As a condition precedent to 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 occurrence of Purchaser’s defaultSELLER AND PURCHASER AGREE THAT SELLER’S DAMAGES RESULTING FROM PURCHASER’S DEFAULT ARE DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY PURCHASER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF PURCHASER’S DEFAULT AND THAT THE ▇▇▇▇▇▇▇ MONEY REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DETRIMENT TO SELLER. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performanceTHIS SECTION 8.2 SHALL SURVIVE A TERMINATION OF THIS AGREEMENT. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowNOTHING HOWEVER IN THIS SECTION 8.2 SHALL LIMIT OR IMPAIR ANY OF SELLER’S RIGHTS AND REMEDIES AGAINST PURCHASER FOR ANY OTHER PRE-CLOSING DEFAULT BY PURCHASER UNDER THIS AGREEMENT.

Default by Purchaser. If Purchaser fails defaults under this Agreement and such default shall continue for three (3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield I defaults (after the applicable notice and cure period) under the Deerfield Commons I Agreement, then Escrow Agent shall, on demand (after giving Purchaser such written notice as is required under Exhibit B), pay the ▇▇▇▇▇▇▇ Money to timely complete Settlement Seller, as Seller’s sole and exclusive remedy under this Agreement. Seller and Purchaser acknowledge and agree it is impossible to estimate more precisely the damages that might be suffered by Seller upon Purchaser’s default. Seller’s retention of the ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of a default or otherwise fails failure or refusal to perform hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants it shall not) ▇▇▇ Purchaser; (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. Notwithstanding the foregoing, nothing contained in this Section 14.2 will limit (i) Seller’s remedies at law, in equity or herein provided in the event of a breach by Purchaser of any of its covenants obligations that survive Closing or obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate the earlier termination of this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damagesAgreement, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specificperformance obligations 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 promptly delivered RT Deerfield I to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that ’s Affiliate under the provisions of this Section 11 shall not limit Seller’s recourse against Deerfield Commons I Agreement. Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Initials Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.Initials

Default by Purchaser. If prior to Closing, Purchaser fails to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderdefaults under this Agreement, then Seller may electshall be entitled, as its sole and exclusive remedyremedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser under Section 11.1, to (iARTICLE III and/or Section 11.18) terminate this Agreement by written notice to Purchaser an d retain the 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 receive the Deposit ▇▇▇▇▇▇▇ Money as liquidated damagesdamages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. Notwithstanding anything herein to the contraryTHEREFORE, if SUBJECT TO THE PRECEDING SENTENCE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller YG Purchaser TCF Nothing contained in this Agreement is terminated by Seller due to a default by Purchaser, then Seller Section 6.1 shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to limit or prevent Seller, and thereafter neither party to this Agreement shall have after Closing has occurred, from: (a) asserting any further rights legal or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse equitable claims against Purchaser with respect to (x) for Purchaser’s repair or indemnification obligations obligation to Seller as described in pay attorneys’ fees and other amounts under Section 14 below, or 11.18; (yb) enforcing any indemnity obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement preclude Seller from obtaining a damage award in connection therewith; or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90c) days after its receipt of actual knowledge or notice of the occurrence of enforcing Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest therein, other obligations 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowliabilities which survive Closing.

Default by Purchaser. If Should the Purchaser fails fail to timely complete Settlement or otherwise fails to perform comply with any of its covenants or obligations hereunder, then Seller may elect, as its sole the terms and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damages, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specificperformance conditions of this Agreement by Purchaser agreement and remain in default for a period of 7 (and receivereasonable out Seven) days after dispatch of pocket costs in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchasera written registered notice requiring such default be remedied, 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: 16.1 Claim specific performance with regard to the Deposit payment of the whole balance of the purchase price then unpaid together with all interest and other moneys which may then be outstanding or ▇▇▇ for the cancellation of this agreement and for any amount in damages that may have been suffered by the Seller as liquidated damages, which Deposit shall be promptly delivered to Sellera result of such non-payment or breach, and thereafter neither party take repossession of the Property; or 16.2 Cancel this agreement forthwith without recourse to this Agreement shall have any further rights or obligations thereunder; provided, however, that Court of Law and thereupon all moneys paid by the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or any document delivered at Settlement agreement shall belong to the Seller as the Seller’s sole property and shall be retained by the Seller as liquidated damages for breach of contract, it being hereby agreed that requires performance after Settlement or the money so retained shall be a reasonable, fair and just assessment of the damages sustained by the Seller. 16.3 To take possession and occupation of the property and to evict the Purchaser and anyone else who is in occupying the property without prejudice to the Seller’s rights to claim damages. 16.4 In the event that the suspensive condition contained in clause 5 above, has been fulfilled, rendering this agreement of sale in full force and effect, and the Purchaser wishes to cancel the agreement of sale, the Seller will be entitled to claim a cancellation fee of 10% (ten percent) of the purchase price referred to in clause 3 above. The Purchaser hereby acknowledges and consents that the deposit paid in terms of clause 3.2 above, and all interest earned thereon, must be used towards settling the cancellation fee. The balance of the cancellation fee, if any, will be paid by any term the Purchaser within 7 (seven) days from the date on which the Purchaser is requested to do so to the Conveyancers, and the Purchaser hereby authorises the Conveyancers to pay this amount to the Seller. 16.5 If the Purchaser disputes the Seller’s right to cancel the agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this Agreement or such document survives agreement, on the expiration or earlier termination hereof. As a condition precedent to due dates thereof, and the Seller exercising its shall have the right to bring an action for specific performance hereunder, accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of Seller must commence then such an action within ninety (90) days amounts so received by the Seller after its receipt of actual knowledge or notice of the occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 16.6 Should the Purchaser fail to take up any granted loan contemplated in clause 3.5 above, and should the Conveyancer have been instructed to register a mortgage bond over the Property, as security for the repayment of such loan, the Purchaser shall be liable to pay the Conveyancer’s wasted costs at the discretion of the Conveyancer. 16.7 Should it be deemed necessary for the Seller to take any legal steps against the Purchaser with regard to the Purchaser’s breach of contract, the Purchaser will be liable for payment of any and all legal fees of the Seller on an attorney-client scale. 16.8 The remission of any instalment, or grant of any concession, or condonation of any breach of any of the conditions hereof, or other act of relaxation, indulgence or grace on the part of the Seller shall not in any way operate as or be deemed to be a waiver by it the Seller of its any rights under this agreement or be construed as a novation thereof. 16.9 In the event that this agreement is cancelled due to the breach of contract by the Seller, the total amount of the deposit paid by the Purchaser will be refunded to the Purchaser together with interest thereon. 16.10 An infringement of any of the rules of the Body Corporate shall constitute a breach of contract and the Seller shall have the right to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud rely on the title to the Property or any part thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowcontained in this agreement.

Default by Purchaser. If Purchaser fails to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderdefaults under this Agreement, then Seller may electshall be entitled, as its sole and exclusive remedy, remedy (without limiting Seller’s rights with respect to (i) terminate any indemnification obligations of Purchaser under this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damagesor under Section 10.19 below), 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 receive the Deposit E▇▇▇▇▇▇ Money as liquidated damages. Notwithstanding anything herein to damages for the contrarybreach of this Agreement, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to it being agreed between the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, parties hereto that the provisions actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the E▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Initials: Seller Purchaser Nothing contained in this Section 11 6.1 shall not limit Seller’s recourse or prevent Seller from (a) asserting any legal or equitable claims against Purchaser with respect to (x) for Purchaser’s repair or indemnification obligations obligation to Seller as described in pay attorneys’ fees and other amounts under Section 14 below10.19, or (yb) enforcing any indemnity obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement preclude Seller from obtaining a damage award in connection therewith, or that by any term (c) enforcing Purchaser’s other obligations and liabilities which survive Closing or a termination of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowAgreement.

Default by Purchaser. If Purchaser fails to timely complete Settlement or otherwise fails to perform any is in default of its covenants or obligations hereunderhereunder to consummate the purchase of the Property in accordance with the material terms of this Agreement after notice and three (3) Business Days’ opportunity to cure, then Seller may electwill be entitled, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 Escrow Agent after the expiration of the cure period, and receive the Deposit as liquidated damagesdamages for the breach of this Agreement. Notwithstanding anything herein to the contraryforegoing, 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of nothing contained in this Section 11 shall not 11.1, will limit Seller’s recourse against the rights of Seller and liability of Purchaser with respect to following the Closing under (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (yi) 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 that by any term to Seller pursuant to the terms and conditions of this Agreement in connection with the Closing, and (iii) any actions commenced after the Closing with respect to any obligation or such document survives the expiration or earlier termination hereof. As a condition precedent to 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 occurrence representation of Purchaser’s default, which, in each case, by the terms of this Agreement survives Closing or the termination of this Agreement. Seller agrees that its failure to timely commence such an action for specific performance within such ninety For avoidance of doubt, (90i) day period shall 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 thereon 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. Nothing nothing contained herein shall limit Seller’s rights and remedies under Section 18(iif Purchaser is in default of any of its other pre-Closing obligations, and (ii) below.Seller shall not have 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, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLER 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, HAVING 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 THE 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 THE SHOPPING CENTER AT CLOSING WHEN OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, THEN, SELLER SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY. THE 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 THE SHOPPING CENTER 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. 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 NOR SHALL ANY OF THE FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF PURCHASER. Sellers: _/s/ SJL_____ Purchaser:_/s/ JS________ (Initials) (Initials)

Default by Purchaser. (i) Purchaser acknowledges that this Agreement is the sole inducement for Seller to hold the Unit off the market. If Purchaser shall fail to pay or cause to be paid the Balance Due at closing or otherwise fails to timely settle under this Agreement as and when required by the terms of this Agreement, then Seller may terminate this Agreement by giving notice to Purchaser and Seller shall be entitled to retain the Deposit as complete Settlement and liquidated damages for Purchaser's breach or otherwise default. Thereafter, this Agreement shall terminate and Seller and Purchaser shall be relieved of further liability under this Agreement, at law or in equity. Seller and Purchaser have considered carefully the loss to Seller occasioned by taking the Unit off the market as a consequence of this Agreement, and the other damages, general and specific, which Seller will suffer as a result of Purchaser's failure to close under this Agreement 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 of its covenants obligations under this Agreement other than its obligation to close, Seller shall have all rights and remedies for such breach or obligations hereunderdefault as may be available at law or in equity, then including, without limitation, applying the Deposit as a general fund for the payment of damages in addition to pursuing such legal and/or equitable remedies as Seller may electhave on account of Purchaser's default. Without limiting the 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 its sole and exclusive remedy, to provided in subparagraph (i) terminate this Agreement by written notice above, Seller shall be free to sell the Unit to others, and Seller shall be under no obligation to account to Purchaser an d retain for any part of the Deposit as liquidated damagesproceeds of such sale(s). Notwithstanding the above, or 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 increase 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 (ii) waive the uncured default and proceed to Settlement, or if any). (iii) seek specificperformance 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 in the further event that Seller, at the 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 Purchaser (and receivereasonable out of pocket costs anticipation, in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchaser, which event Seller shall not be precluded from thereafter electing treat this Agreement as breached, renounced and abandoned by Purchaser notwithstanding the remedy set forth in clause (ii) above or, alternatively, fact that at the time of Purchaser’s expressions of refusal Seller may elect to terminate not have fully performed its obligations under this Agreement. (iv) Purchaser shall be in default of 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of remedies set forth in this Section 11 shall not limit 17 if Purchaser engages in specific acts or a course of dealing that materially disrupts Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 belowstandard and customary contract performance process, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest therein, and Purchaser hereby waives and relinquishes any such claims against the Property, including, including but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property following actions: (1) 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 any part thereof. Nothing herein shall limit other representatives of Seller designated for particular parts of Seller’s remedies under Section 18(i) below.contract performance;

Default by Purchaser. If Purchaser fails the sale of the Property as contemplated hereunder is not consummated due to timely complete Settlement or otherwise fails to perform any of its covenants or obligations Purchaser’s default hereunder, then Seller may electshall be entitled, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 receive the Deposit ▇▇▇▇▇▇▇ Money as liquidated damagesdamages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. Notwithstanding anything herein to the contraryTHEREFORE, if SUBJECT TO THE PRECEDING SENTENCE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller YG Purchaser LM Nothing contained in this Agreement is terminated by Seller due to a default by Purchaser, then Seller Section 6.1 shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to limit or prevent Seller, and thereafter neither party to this Agreement shall have after Closing has occurred, from: (a) asserting any further rights legal or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse equitable claims against Purchaser with respect to (x) for Purchaser’s repair or indemnification obligations obligation to Seller as described in pay attorneys’ fees and other amounts under Section 14 below, or 11.18; (yb) enforcing any indemnity obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement preclude Seller from obtaining a damage award in connection therewith; or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90c) days after its receipt of actual knowledge or notice of the occurrence of enforcing Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest therein, other obligations 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowliabilities which survive Closing.

Default by Purchaser. If In the event the Closing is not consummated as a result of Purchaser’s default hereunder (a “Purchaser fails Default”), so long as Seller has complied in all respects (other than to timely complete Settlement or otherwise fails to perform any of a de minimis extent) with its covenants or obligations hereunder, then Seller may electunder this Agreement Seller, as its sole and exclusive remedy, to (i) terminate remedy under this Agreement for a Purchaser Default, may by written notice to Purchaser an d retain the Deposit as liquidated damages, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specificperformance delivery 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 Title Company, terminate this Agreement, whereupon Purchaser shall pay to Seller the Deposit sum of Thirty Million Dollars ($30,000,000) (the “Liquidated Damages Payment”), less any “Liquidated Damages Payment” recovered by Miami Seller in accordance with the Miami Purchase Agreement or the Omnibus Agreement, as liquidated damagesSeller’s sole and exclusive remedy, and the parties shall have no further obligations to each other except as specifically provided herein and the Omnibus Agreement. Notwithstanding anything herein For the avoidance of doubt, Purchaser shall not be deemed in default hereunder if the Closing is not consummated due to the contraryfailure or one or more conditions precedent to Purchaser’s obligations to close set forth herein, if this Agreement is terminated and in such case a Purchaser Default shall not occur. Seller and Purchaser acknowledge and agree that (a) it would be extremely difficult to accurately determine the amount of damages suffered by Seller due to as a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions result of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations default hereunder; (b) the Liquidated Damages Payment is a fair and reasonable amount to be retained by Seller as described in Section 14 below, or (y) any obligation of agreed and liquidated damages for a Purchaser Default under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term in light of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to 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 Seller’s removal of the occurrence Property from the market and the costs incurred by Seller; and (c) retention by Seller of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period the Liquidated Damages Payment upon a Purchaser Default hereunder shall be deemed not constitute a waiver by it of its right to commence an action for specific performance. In no event shall Purchaser have penalty or make or create any cloud on the title to the Property or any part thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowa forfeiture.

Default by Purchaser. “Default by Purchaser” shall mean a failure of Purchaser to materially comply with or satisfy any covenant or agreement contained in this Agreement, or a material breach of any representation or warranty of Purchaser contained in this Agreement, which is not cured by Purchaser within five (5) business days following Purchaser’s receipt of written notice from Seller (other than failure to close for any reason unrelated to a Default by Seller, in which case there shall be no notice or cure period; called the “Seller Notice”). If Closing is scheduled to occur less than five (5) business days after the date of the Seller Notice, Closing shall be extended by the number of days reasonably required to cure the default, not to exceed five (5) business days following Purchaser’s receipt of the Seller Notice. Upon the occurrence of a Default by Purchaser fails beyond any applicable cure period as set forth above, Seller may, by giving Purchaser written notice of Seller’s election to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderterminate this Agreement, then in which case (i) this Agreement shall terminate and (ii) Seller may electshall retain the Deposit, including the Non-Refundable Deposit, together with all accrued interest thereon, as its liquidated damages as Seller’s sole and exclusive remedy, to (i) terminate . In the event Seller terminates this Agreement by written notice pursuant to Purchaser an d retain this Section 11.2, neither party shall have any further obligations to the Deposit other, except 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 orthis Agreement. The parties have agreed Seller’s actual damages, alternatively, Seller may elect to terminate this Agreement by written notice to Purchaser and retain in the Deposit as liquidated damages. Notwithstanding anything herein to the contrary, if this Agreement is terminated by Seller due to event of a default by Purchaser, then Seller shall would be entitled extremely difficult or impractical to determine. The parties acknowledge the Deposit Deposit, including the Non-Refundable Deposit, has been agreed upon, after negotiation, as liquidated the parties’ reasonable estimate of Seller’s damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of . Except as otherwise provided above in this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 Seller exercising its right to bring an action for specific performance hereunder11.2, Seller must commence such an action within ninety expressly waives any and all claims for damages against Purchaser. C:\Users\vs1\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\94YH709S\Purchase and Sale Agmt (90) days after its receipt of actual knowledge or notice of the occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.Belmar Villas-2).docx

Default by Purchaser. If for any reason (other than Seller’s default or the permitted termination of this Agreement by either Seller or Purchaser as herein expressly provided), (a) Purchaser fails to timely complete Settlement consummate the purchase of the Property on the Closing Date in breach of this Agreement, or otherwise (b) Purchaser fails to perform of any of its covenants obligations to be performed prior to the Closing Date (other than its indemnity obligations under Section 3.1 of this Agreement) and (i) such default is susceptible to being cured and Seller has provided ten (10) days prior written notice to Purchaser upon which, if necessary, the Closing Date shall be extended to provide Purchaser such cure period (unless such default is waived by Seller), or obligations hereunder(ii) such default is not susceptible to being cured and Seller has provided prior written notice to Purchaser, then Seller may electshall be entitled, but not required, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain and receive the Deposit ▇▇▇▇▇▇▇ Money as liquidated damages, or (ii) waive damages for the uncured default and proceed to Settlement, or (iii) seek specificperformance breach 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 promptly delivered to SellerAgreement, and thereafter neither party to this Agreement hereto shall have any further rights rights, obligations or obligations thereunder; providedliabilities hereunder except to the extent that any right, however, obligation or liability set forth herein expressly survives termination of this Agreement. It is agreed between the parties hereto that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations actual damages to Seller as described in Section 14 below, or (y) any obligation the event of Purchaser under this Agreement or any document delivered at Settlement such breach are impractical to ascertain and that requires performance after Settlement or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As ▇▇▇▇▇▇▇ Money is a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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 reasonable estimate thereof. Nothing herein shall limit Seller’s remedies under Section 18(i) belowIN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Default by Purchaser. If any material warranty or representation of Purchaser fails made in this Agreement shall prove to timely complete Settlement be materially untrue, or otherwise fails if Purchaser shall fail to perform any of its covenants Purchaser's obligations under this Agreement on or obligations hereunderprior to the date for performance provided in this Agreement and Seller is not in default under this Agreement, then Seller may electshall give Purchaser ten (10) business days' notice of the failure and opportunity to cure. Notwithstanding the foregoing sentence, Purchaser shall have no cure period with respect to Purchaser's failure to pay money as its required under this Agreement or Purchaser's failure to close the escrow on the Closing Date. If Purchaser does not cure within the ten (10) business-day period (if Purchaser is entitled to such cure period), then Seller's sole and exclusive remedy, to (i) terminate remedy under this Agreement by written notice to Purchaser an d retain the 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 giving written notice of termination to Purchaser and retain the Deposit as liquidated damagesTitle Company. Notwithstanding anything herein If Seller terminates this Agreement pursuant to the contrary, if this Agreement is terminated by Seller due to a default by Purchaserpreceding sentence, then Seller shall be entitled to (i) the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, escrow and thereafter neither party to this Agreement shall be terminated for all purposes, (ii) the Title Company shall pay the Additional ▇▇▇▇▇▇▇ Money, if held by the Title Company (and any interest earned thereon) to Seller and shall return all other funds, documents and other items held in escrow to the party that deposited same in escrow, and (iii) the parties shall have any no further rights rights, liabilities or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or any document delivered at Settlement except for those rights, liabilities and obligations that requires performance after Settlement or that by any term are specified in this Agreement to survive the termination of this Agreement or such document survives the expiration or earlier termination hereofAgreement. As a condition precedent Any sums paid to Seller exercising its right pursuant 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period preceding sentence shall be deemed a waiver to be liquidated damages paid to Seller by it reason of its right Purchaser's failure to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud on consummate the title to the Property or any part thereon or interest thereintransaction contemplated by this Agreement, and the parties hereby agree that this amount is a reasonable forecast of just compensation for the harm that may be caused Seller as a result of Purchaser's failure to consummate the transaction contemplated by this Agreement, and that Seller's harm if Purchaser hereby waives fails to consummate the transaction contemplated by this Agreement would be incapable of accurate estimation or very difficult to accurately estimate. Retention by Seller of the Initial Option Deposit and relinquishes any such claims against the Property, including, but Option Extension Payment/Additional ▇▇▇▇▇▇▇ money shall not limited to, the filing reduce or recording be in satisfaction of any lienSeller Indemnification Claims, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Nothing herein shall limit Seller’s remedies under Section 18(i) belowas those are claims that survive termination.

Default by Purchaser. If Purchaser fails defaults under this Agreement and such default shall continue for three (3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield II defaults (after the applicable notice and cure period) under the Deerfield Commons II Agreement, then the Escrow Agent shall, on demand (after giving Purchaser such written notice as is required under Section 4.5), pay the ▇▇▇▇▇▇▇ Money Deposit to timely complete Settlement Seller, as Seller’s sole and exclusive remedy under this Agreement. Seller and Purchaser acknowledge and agree it is impossible to estimate more precisely the damages that might be suffered by Seller upon Purchaser’s default. Seller’s retention of the ▇▇▇▇▇▇▇ Money Deposit is intended not as a penalty, but as full liquidated damages. The right to receive and retain the ▇▇▇▇▇▇▇ Money Deposit as full liquidated damages is Seller’s sole and exclusive remedy in the event of a default or otherwise fails failure or refusal to perform hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants it shall not) ▇▇▇ Purchaser; (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money Deposit. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. Notwithstanding the foregoing, nothing contained in this Section 13.2 will limit (i) Seller’s remedies at law, in equity or herein provided in the event of a breach by Purchaser of any of its covenants obligations that survive Closing or obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate the earlier termination of this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damagesAgreement, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specificperformance obligations 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 promptly delivered RT Deerfield II to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that ’s Affiliate under the provisions of this Section 11 shall not limit Seller’s recourse against Deerfield Commons II Agreement. Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Initials Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.Initials

Default by Purchaser. If The parties acknowledge that in the event of a default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine; therefore, the parties agree that the amount of the ▇▇▇▇▇▇▇ Money has been agreed upon, as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to timely complete Settlement or otherwise fails perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) business days after the date of written notice (which written notice shall detail such failure), Seller shall be entitled to perform any of its covenants or obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate Terminate this Agreement by written notice to Purchaser an d retain of such termination and the 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 ▇▇▇▇▇▇▇ Money deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller within five (5) business days of such written notice of termination, as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement; provided that such liquidated damages shall not be precluded from thereafter electing a limitation upon any obligation of the remedy Purchaser to indemnify and hold harmless the Seller contained in this Agreement. The obligations of Purchaser set forth in clause (ii) above or, alternatively, Seller may elect to terminate this Agreement by written notice to Purchaser and retain Section 8.1 shall survive 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions termination of this Section 11 shall not limit Agreement. IN ADDITION, THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT PURCHASER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR PURCHASER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED Purchaser’s Initials DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR PURCHASER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. Seller’s recourse against Purchaser with respect to (x) initials Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.initials

Default by Purchaser. 10.1.1 If Purchaser fails shall default in its obligation to timely complete Settlement or otherwise fails purchase the Property pursuant to perform any of its covenants or obligations hereunderthis Contract, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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, agrees that Seller shall not be precluded from thereafter electing have the remedy set forth in clause (ii) above or, alternatively, Seller may elect right to terminate this Agreement Contract by written notice to Purchaser and retain to have the Deposit Escrow Agent immediately deliver all ▇▇▇▇▇▇▇ Money then held by it, if any, to Seller, as liquidated damages to recompense Seller for time spent, labor and services performed, and the loss of its bargain. Purchaser expressly consents to the foregoing. Purchaser and Seller agree that it would be impracticable or extremely difficult to affix damages if Purchaser so defaults and that the ▇▇▇▇▇▇▇ Money represents a reasonable estimate of Seller’s damages. Seller agrees to accept the ▇▇▇▇▇▇▇ Money as Seller’s total damages and relief for Purchaser’s default in its obligation to close hereunder. In the event of such a termination, the parties shall have no further obligations hereunder except as otherwise provided herein. Notwithstanding anything herein to the contrary, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller Purchaser shall be entitled to a written notice of default and a ten (10) business day cure period before Seller may terminate this Contract under this Section 10.1.1. 10.1.2 In the Deposit as liquidated damagesevent Purchaser, which Deposit following Closing, breaches any covenant contained herein that, by the express terms hereof, survives Closing, Seller’s sole and exclusive remedies shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (xa) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 Seller exercising its right to bring institute an action for specific performance hereunderor (b) institute a suit for actual damages only. IN NO EVENT SHALL PURCHASER AND ITS RESPECTIVE AGENTS, Seller must commence such an action within ninety AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS BE LIABLE TO SELLER FOR ANY PUNITIVE, SPECULATIVE, CONSEQUENTIAL OR OTHER DAMAGES (90BEYOND ACTUAL DAMAGES) days after its receipt of actual knowledge or notice of the occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest thereinFOR A DEFAULT UNDER THIS SECTION 10.1.2, 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowALL OF WHICH ARE HEREBY WAIVED BY SELLER.

Default by Purchaser. If In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Purchaser and Seller hereby agree that if Purchaser’s default is not cured within ten (10) Business Days after Seller’s notice to Purchaser expressly setting forth such default (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to timely complete Settlement the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or otherwise fails to perform in equity) for any default of its covenants Purchaser beyond the foregoing notice and cure period resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, then except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller may elect, as its sole and exclusive remedy, Purchaser agree that any termination of either of the Other PSAs pursuant to (i) the default by purchaser provisions in such Other PSA shall automatically terminate this Agreement by written notice to Purchaser an d retain the 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 damagesAgreement. 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 promptly delivered to Seller, and thereafter neither party to this Agreement Purchaser shall have the right to cure any further rights or obligations thereunder; provided, however, that the provisions and all Purchaser defaults by delivering all of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described closing deliverables under and in accordance with Section 14 below, or (y) any obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term 10.2 of this Agreement or such document survives and otherwise being ready, willing and able to close the expiration or earlier termination hereof. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver transactions contemplated by it of its right to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud this Agreement on the title to the Property or any part thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowScheduled Closing Date.

Default by Purchaser. If 7.2.1 In the event that Purchaser fails to timely complete Settlement or otherwise fails to perform (i) defaults in the performance of any of its covenants or obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate under this Agreement by other than its obligation to proceed to Closing, which default remains uncured for five (5) Business Days after written notice thereof to Purchaser an d retain the Deposit as liquidated damagesPurchaser, or (ii) waive the uncured default and fails to proceed to SettlementClosing when obligated to do so under this Agreement, and Seller is not then in material breach or (iii) seek specificperformance default in the performance of any of its obligations under 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, alternativelyAgreement, Seller may elect to terminate this Agreement by providing written notice of termination to Purchaser Purchaser. Upon a termination by Seller under this Section 7.2, Seller shall be entitled to receive and retain the Deposit E▇▇▇▇▇▇ Money as liquidated damagesdamages (and not as a penalty or forfeiture) and as Seller’s sole and exclusive remedy and relief hereunder (except with regard to the Surviving Obligations to which such limitation shall not apply), the E▇▇▇▇▇▇ Money shall be forfeited to Seller, and Escrow Agent shall pay the E▇▇▇▇▇▇ Money to Seller promptly after receiving written demand therefor from Seller, subject in all events, however, to Escrow Agent’s rights and obligations described in Section 10. Notwithstanding THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT ESCROW FAILS TO CLOSE SOLELY DUE TO A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE E▇▇▇▇▇▇ MONEY TOGETHER WITH ALL INTEREST ACCRUED THEREON TO BE PAID TO SELLER HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AND THAT PAYMENT OF SUCH AMOUNT TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO OWNER PURSUANT TO SECTION 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. NOTWITHSTANDING THE FOREGOING LIMITATIONS ON DAMAGES, SUCH LIMITATION SHALL NOT PRECLUDE SELLER FROM RECOVERING ATTORNEYS’ FEES AND COSTS INCURRED IN SEEKING TO RECOVER THE LIQUIDATED DAMAGES UNDER THIS SECTION 7.2. INITIALS: Seller Purchaser None of the provisions of this Section 7.2 shall limit, impair or affect Surviving Obligations. 7.2.2 Further, notwithstanding anything herein to the contrary, if this Agreement is terminated Seller agrees that Purchaser shall only be liable for any direct or actual damages, but not any consequential or punitive damages, suffered by Seller due to a default on account of any breach by Purchaser, then Seller shall be entitled . 7.2.3 Except with regard to the Deposit as liquidated damagesmatters described in the Addendum, which Deposit in no event whatsoever shall recourse be promptly delivered to had or liability asserted against any of Purchaser’s or Seller’s partners, members, shareholders, employees, agents, directors, officers or other owners of Purchaser or Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit their respective constituent partners. Neither Purchaser’s nor Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification direct and indirect shareholders, partners, members, beneficiaries and owners and their respective trustees, officers, directors, employees, agents and security holders, assume any personal liability for any obligations to Seller as described in Section 14 below, or (y) any obligation entered into on behalf of Purchaser the parties under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term of this Agreement or such document survives and the expiration or earlier termination hereof. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowclosing documents.

Default by Purchaser. If Purchaser fails defaults under this Agreement prior to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderClosing, then Seller may electshall be entitled, as its sole and exclusive remedy, remedy (without limiting Seller’s rights with respect to (i) terminate any indemnification obligations of Purchaser under this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damagesor under Section 10.19 below), 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 receive the Deposit ▇▇▇▇▇▇▇ Money as liquidated damages. Notwithstanding anything herein to damages for the contrarybreach of this Agreement, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to it being agreed between the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, parties hereto that the provisions actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Initials: Seller Purchaser Nothing contained in this Section 11 6.1 shall not limit Seller’s recourse or prevent Seller from (a) asserting any legal or equitable claims against Purchaser with respect to (x) for Purchaser’s repair or indemnification obligations obligation to Seller as described in pay attorneys’ fees and other amounts under Section 14 below10.19, or (yb) enforcing any indemnity obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement preclude Seller from obtaining a damage award in connection therewith, or that by any term (c) enforcing Purchaser’s other obligations and liabilities which survive Closing or a termination of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowAgreement.

Default by Purchaser. If In the event the Closing and the transactions contemplated hereby do not occur as provided herein by reason of the default of Purchaser or a breach by Purchaser of any representations or warranties made by Purchaser under this Agreement, and provided that such default or breach is not cured by Purchaser within ten (10) days of receipt of notice of such default from Seller, (including without limitation, Purchaser’s failure to comply with the requirements of Section 9.1 hereof), Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Therefore, Purchaser and Seller hereby agree a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to timely complete Settlement the purchase of the Membership Interests is and shall be, as Seller’s sole and exclusive remedy (whether at law or otherwise fails in equity), a sum equal to perform any of its covenants the Deposit and Interest accrued thereon. Upon such default or obligations breach by Purchaser and failure to close as required hereunder, then Seller may electshall have the right to receive the Deposit and Interest accrued thereon from the Escrow Agent, in accordance with the terms and provisions of Section 3.2 hereof, as its sole and exclusive remedy, to (i) terminate remedy and thereupon this Agreement by written notice to Purchaser an d retain the 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 promptly delivered to Seller, terminated and thereafter neither party to this Agreement Seller nor Purchaser shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser hereunder except with respect to (x) the Surviving Termination Obligations. The amount of the Deposit and Interest accrued thereon shall be the full, agreed and liquidated damages for Purchaser’s repair default and failure to complete the purchase of the Membership Interests, all other claims to damages or indemnification obligations to Seller as described other remedies being hereby expressly waived by Seller. Notwithstanding anything in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest thereincontrary (i) from and after the Closing, 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. Nothing nothing contained herein shall limit Seller’s remedies under Section 18(iat law or in equity as to the Surviving Termination Obligations and (ii) belowPurchaser shall have the right to cure any such default or breach by paying the Purchase Price at Closing, except in connection with a default or breach relating to Sections 7.1, 7.2, 7.6 or 7.7, 13.1, 14.1 and 16.8.

Default by Purchaser. If In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to timely complete Settlement the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or otherwise fails to perform in equity) for any default of its covenants Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser except with respect to (x) Purchaser’s repair the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or indemnification obligations penalty but is intended to Seller constitute liquidated damages to Seller. Notwithstanding the foregoing, as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest thereinTermination Surviving Obligations, 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. Nothing nothing contained herein shall will limit Seller’s remedies under Section 18(i) belowat law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages.

Default by Purchaser. If Purchaser fails commits a material default under this Agreement (including, without limitation, a failure to timely complete Settlement purchase the Property, a failure to make the closing deliveries required by Section 4.3 above or otherwise fails to perform any the breach of its covenants a representation or obligations hereunderwarranty under this Agreement), then Seller may electshall be entitled, as its sole and exclusive remedyremedy (without limiting Seller's rights under Section 10.16 below), to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 receive the Deposit ▇▇▇▇▇▇▇ Money as liquidated damagesdamages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. Notwithstanding anything herein to the contraryTHEREFORE, if BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Initials: Seller Purchaser Nothing contained in this Section 6.1 shall limit or prevent Seller from (a) terminating this Agreement is terminated and asserting any claims for damages for defaults by Seller due to a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to Purchaser under this Agreement shall have that are not "material" as set forth above, (b) asserting any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse claims against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in for attorneys' fees and other amounts under Section 14 10.16 below, or (yc) enforcing any indemnity obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement preclude Seller from obtaining a damage award in connection therewith, or that by any term (d) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowAgreement.

Default by Purchaser. If Purchaser fails to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderdefaults under this Agreement, then Seller may electshall be entitled, as its sole and exclusive remedy, remedy (without limiting Seller’s rights with respect to (i) terminate any indemnification obligations of Purchaser under this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damagesor under Section 10.17 below), 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 and, to the extent the ▇▇▇▇▇▇▇ Money has theretofore been funded by written notice Purchaser to Purchaser and retain Escrow Agent pursuant to Section 1.6, receive the Deposit ▇▇▇▇▇▇▇ Money as liquidated damages. Notwithstanding anything herein to damages for the contrarybreach of this Agreement, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to it being agreed between the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, parties hereto that the provisions actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Nothing contained in this Section 11 6.1 shall not limit Seller’s recourse or prevent Seller after Closing has occurred from (a) asserting any legal or equitable claims against Purchaser with respect to (x) for Purchaser’s repair or indemnification obligations obligation to Seller as described in pay attorneys’ fees and other amounts under Section 14 below10.17, or (yb) enforcing any indemnity obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement preclude Seller from obtaining a damage award in connection therewith, or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90c) days after its receipt of actual knowledge or notice of the occurrence of enforcing Purchaser’s defaultother obligations and liabilities which survive Closing. Notwithstanding the foregoing, if the conditions set forth in the last sentence of Section 6.2 are not satisfied and Purchaser interferes with or makes any attempt to interfere with Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 selling the Property to another party, including, without being limited to, the recording of a lis pendens or any part thereon or interest therein, and Purchaser hereby waives and relinquishes any such claims other lien against the Property, includingor the seeking of an injunction or similar relief, but not limited to, Seller shall have the filing or recording right to recover its actual damages caused by such action of any lien, lis pendens, affidavit, claim or action affecting title Purchaser in addition to the Property or any part thereof. Nothing herein shall limit Seller’s remedies under Section 18(i) belowliquidated damages referred to above due to the default of Purchaser in purchasing the Property.

Default by Purchaser. If Purchaser fails to timely complete Settlement or otherwise fails to perform any of its covenants material obligations under this Agreement or obligations hereunderthe Access Agreement, and if Seller is not then in monetary default under this Agreement, Seller may electshall notify Purchaser in writing of the nature of and occurrence of the event of default and Purchaser shall have seven (7) days to cure such event of default. If Purchaser fails or refuses to timely cure such event of default, Seller shall have the right to terminate this Agreement and all ▇▇▇▇▇▇▇ Money deposited in Escrow by Purchaser shall be disbursed to Seller as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damages, or (ii) waive damages and not as a penalty and 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 promptly delivered to Seller, and thereafter neither party to this Agreement parties shall have any no further rights or obligations thereunder; provided, however, under this Agreement. Purchaser and Seller agree that the provisions damage which Seller would reasonably be expected to sustain is the amount of this Section 11 shall not limit Seller’s recourse against the ▇▇▇▇▇▇▇ Money. Purchaser with respect and Seller acknowledge and agree that it would be impracticable to (x) Purchaser’s repair or indemnification obligations ascertain the actual damages that would be suffered by Seller in such event. Purchaser and Seller have considered carefully the loss to Seller as described a consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in Section 14 belowconnection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the ▇▇▇▇▇▇▇ Money as full, complete and final liquidated damages sustained by Seller and such liquidated damages shall be Seller’s sole and exclusive remedy and the parties shall have no further rights or (y) obligations under this Agreement. If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any obligation of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any document delivered at Settlement that requires performance breach or default by Purchaser after Settlement or that by the Closing of any term of obligations in this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent which are expressly provided to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowsurvive Closing.

Default by Purchaser. If Purchaser fails to timely complete Settlement or otherwise fails to perform breaches, in any material respect, any of its representations or warranties or covenants or obligations hereunderto be performed by Purchaser under this Agreement and such breach continues for a period of ten (10) days (or such additional period, up to a total of sixty (60) days, as may be reasonably required to cure such breach) after receipt of notice thereof from Seller then Seller may electmay, as its sole and exclusive remedyremedy before the Closing terminate this Agreement, whereupon the Deposit shall be released to Seller as liquidated damages and not as a penalty. It is understood and agreed that for purposes of this Section 10.2, if a default results from a false representation or warranty, such default shall be deemed cured if the events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the date actually made. The foregoing limitation on Seller's remedies shall not apply to any breach by Purchaser of (i) terminate a representation or warranty under this Agreement by written notice to Purchaser an d retain that Seller asserts after the Deposit as liquidated damages, Closing in accordance with Section 7; or (ii) waive any covenants or obligations to be performed after the uncured default and proceed to Settlement, or (iii) seek specificperformance of this Agreement Closing 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 under this Agreement by written notice to Purchaser and retain the Deposit as liquidated damagesAgreement. Notwithstanding anything herein to the contrarycontrary contained herein, 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser 's remedies with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation the failure of Purchaser under this Agreement or 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 Seller exercising its right Seller's obligation 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period close shall be deemed governed by Section 5 and this Section 10.2 shall not apply such failure of a waiver by it of its right to commence an action for specific performancecondition precedent. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereon or interest thereinIN THE EVENT THAT THE PROPERTY IS NOT TRANSFERRED FROM SELLER TO PURCHASER AS A CONSEQUENCE OF DEFAULT BY PURCHASER, and Purchaser hereby waives and relinquishes any such claims against the PropertyPURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN AND THEREFORE, includingBY PLACING THEIR SIGNATURES BELOW, but not limited toPURCHASER AND SELLER ACKNOWLEDGE THAT THE AMOUNT OF MONEY EXISTING FROM TIME TO TIME HEREUNDER AS THE DEPOSIT HAS BEEN AGREED UPON, the filing or recording of any lienAFTER NEGOTIATION, lis pendens, affidavit, claim or action affecting title to the Property or any part thereofTO BE THEIR REASONABLE ESTIMATE OF SELLER'S DAMAGES AND TO BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER UNDER THIS AGREEMENT. Nothing herein shall limit Seller’s remedies under Section 18(i) below.SELLER: PURCHASER: By: By: ----------------------------------- ----------------------------------

Default by Purchaser. If the Purchaser fails in relation to timely complete Settlement any Producer is in default in the observance or otherwise fails performance of any substantial covenant or obligation under this Agreement and such default shall continue for a period of 90 days after written notice specifying the default shall have been given to perform any of its covenants or obligations hereunder, the Purchaser by such Producer then Seller that Producer may elect, by notice in writing to the Purchaser (so far as its sole the separate Agreement between the Purchaser and exclusive remedy, to that Producer is concerned): (i) terminate this Agreement by written notice Suspend deliveries of Gas hereunder provided that the Purchaser shall remain liable to Purchaser an d retain pay that Producer the Deposit as liquidated damages, or amount due to it for Monthly Minimum Quantities which will not give any entitlement to Make-up Gas; and/or (ii) waive Terminate such separate Agreement. In the uncured default event that a Producer terminates such separate Agreement as aforesaid the Purchaser shall pay to that Producer as and proceed by way of liquidated damages its Ownership Percentage of the net present value of the Base Price for the aggregate Annual Minimum Quantities remaining 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement as at the date of termination. The net present value as aforesaid shall be determined by: (A) Ascertaining the Base Price which applied or any document delivered at Settlement that requires performance after Settlement or that by any term of would have applied under this Agreement or such document survives using the expiration or earlier termination hereof. As a condition precedent to Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety assumptions set out in (90B) days after its receipt of actual knowledge or notice below in each Quarter from the start of the occurrence of Purchaser’s default. Seller agrees that its failure Contract Year in which termination occurs until the aggregate Annual Minimum Quantities remaining to timely commence such an action for specific performance within such ninety be delivered under this Agreement would have been delivered; (90B) day period shall 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 The actual impact on the title Base Price of CPI Escalation, Mega CPI Escalation and Fuel Escalation is to be averaged on an annual basis over whichever of the following periods prior to termination is the longer namely: (I) three years; and (II) the period since the Date of Initial Delivery. (C) Assuming the Base Price ascertained in paragraph (A) above for the four Quarters in each of the relevant Contract Years and dividing the sum thereof by four to derive the average Base Price applicable to the Property or any part thereon or interest thereinrespective Contract Years. (D) Multiplying the Annual Minimum Quantities remaining to be delivered under this Agreement from the date of termination by the average Base Price for each relevant Contract Year to derive the price payable by the Purchaser in respect of each such Contract Year. (E) Discounting each of the amounts referred to in paragraph (D) above to present value as a mid year stream at the rate of 7 percent per annum above the CPI for the relevant Contract Year, and Purchaser hereby waives and relinquishes any such claims against aggregating 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowresulting amounts.

Default by Purchaser. If on the Closing Date, Purchaser fails shall default in its obligation to timely complete Settlement purchase the Property pursuant to this Agreement and all conditions precedent and contingencies to Purchaser’s obligations are satisfied or otherwise fails any representation or warranty of Purchaser is not materially true and such default shall remain uncured for a period of fifteen (15) days following receipt of written notice thereof from Seller to perform any of its covenants or obligations hereunderPurchaser, then Purchaser agrees that Seller may electshall, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain have the 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 right to terminate this Agreement by written notice to (in which case 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any no further rights or obligations thereunder; provided, however, that interests in the Property) and to have the Escrow Agent deliver the ▇▇▇▇▇▇▇ Money to Seller (subject to the provisions of this Agreement and to the extent Seller is entitled to receive same) as liquidated damages to recompense Seller for time spent, labor and services performed, and the loss of its bargain, and except for Purchaser’s obligation to indemnify Seller pursuant to Section 11 2.4 of this Agreement, Seller hereby waives and releases any right to and covenants that Seller shall not limit Seller’s recourse against Purchaser with respect to sue Purchaser: (xa) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety of this Agreement; or (90b) days after its receipt of to recover actual knowledge or notice damages in excess of the occurrence ▇▇▇▇▇▇▇ Money. Purchaser and Seller agree that it would be impracticable or extremely difficult to affix damages if Purchaser so defaults and that the ▇▇▇▇▇▇▇ Money, together with the interest thereon, represents a reasonable estimate of PurchaserSeller’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence an action for specific performancedamages. In no event shall Purchaser have be liable to Seller for any direct or make indirect punitive, speculative or create any cloud on the title to the Property or any part thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowconsequential damages.

Default by Purchaser. If The parties acknowledge that in the event of a default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine; therefore, the parties agree that the amount of the ▇▇▇▇▇▇▇ Money has been agreed upon as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to timely complete Settlement or otherwise fails perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after the date of written notice (which written notice shall detail such failure), Seller shall be entitled to perform any of its covenants or obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate Terminate this Agreement by written notice to Purchaser an d retain of such termination and the 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 ▇▇▇▇▇▇▇ Money deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement; provided that such liquidated damages shall not be precluded from thereafter electing a limitation upon any obligation of the remedy Purchaser to indemnify and hold harmless the Seller contained in this Agreement. The obligations of Purchaser 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 Section 8.1 shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions survive termination of this Section 11 shall not limit Agreement. IN ADDITION, THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES, NOR WAIVE OR AFFECT PURCHASER'S INDEMNITY OBLIGATIONS AND SELLER'S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER'S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR PURCHASER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR PURCHASER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. Seller’s recourse against Purchaser with respect to (x) initials Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.initials

Default by Purchaser. If Purchaser fails shall default in its obligation to timely complete Settlement or otherwise fails purchase the Unit pursuant to perform any of its covenants or obligations this Agreement, P▇▇▇▇▇▇▇▇ agrees that S▇▇▇▇▇’s sole remedy hereunder, then Seller may elect, as its sole and exclusive remedy, shall be to (i) terminate this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damages, and not as a penalty, to recompense Seller for time spent, labor and services performed, and the loss of its bargain. Purchaser and Seller agree that it would be impracticable or extremely difficult to affix damages if Purchaser so defaults and that the Deposit, together with the interest thereon, if any, represents a reasonable estimate of Seller’s damages. S▇▇▇▇▇ agrees to accept the Deposit as S▇▇▇▇▇’s total damages and relief hereunder if Purchaser defaults in its obligation to close hereunder (ii) waive the uncured but without limiting any of Purchaser’s indemnity obligations hereunder or other obligations specifically surviving termination). If Purchaser does so default and proceed Seller delivers a written notice of termination to SettlementPurchaser, this Agreement shall be terminated and Purchaser shall have no further right, title or interest in or to the Unit and this Agreement shall be automatically null and void and of no further force and effect except for those provisions which expressly survive the termination of this Agreement. If S▇▇▇▇▇ terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action that interferes with Seller’s ability to sell, exchange, transfer, lease, dispose of or finance the Unit or takes any other actions with respect thereto (iii) seek specificperformance including, without limitation, the filing of any lis pendens or other form of attachment against the Unit), then the Purchaser whose name appears on the first page of this Agreement by Purchaser (and, for the avoidance of doubt, any assignee of such Purchaser’s interest hereunder, jointly and receivereasonable out of pocket severally) shall be liable for and shall indemnify Seller and the Seller Related Parties against any and all loss, cost, damage, liability or expense (including, without limitation, attorneys’ fees, court costs in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchaserand disbursements and, 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 notwithstanding anything contained herein to the contrary, if this Agreement is terminated consequential and punitive damages) incurred by Seller due by reason of or relating to a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the such action. The provisions of this Section 11 9.1 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term of this Agreement or such document survives survive the expiration Closing or earlier termination hereof. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowthis Agreement.

Default by Purchaser. If prior to Closing, Purchaser fails to timely complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderdefaults under this Agreement, then Seller may electshall be entitled, as its sole and exclusive remedyremedy (without limiting Seller’s rights with respect to any indemnification obligations of Purchaser under Section 11.1, to (iARTICLE III and/or Section 11.18) terminate this Agreement by written notice to Purchaser an d retain the 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 receive the Deposit ▇▇▇▇▇▇▇ Money as liquidated damagesdamages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. Notwithstanding anything herein to the contraryTHEREFORE, if SUBJECT TO THE PRECEDING SENTENCE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Nothing contained in this Agreement is terminated by Seller due to a default by Purchaser, then Seller Section 6.1 shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to limit or prevent Seller, and thereafter neither party to this Agreement shall have after Closing has occurred, from: (a) asserting any further rights legal or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse equitable claims against Purchaser with respect to (x) for Purchaser’s repair or indemnification obligations obligation to Seller as described in pay attorneys’ fees and other amounts under Section 14 below, or 11.18; (yb) enforcing any indemnity obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement preclude Seller from obtaining a damage award in connection therewith; or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90c) days after its receipt of actual knowledge or notice of the occurrence of enforcing Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest therein, other obligations 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowliabilities which survive Closing.

Default by Purchaser. If Purchaser fails shall fail to timely close the transaction contemplated by the terms of this Agreement (provided that all conditions benefiting Purchaser have been satisfied or expressly waived in writing), and such default shall not be cured within ten (10) days after the receipt of notice thereof from Seller (provided that no notice or cure period shall be provided for the failure to complete Settlement or otherwise fails to perform any of its covenants or obligations hereunderthe Closing on the date required herein), then Seller may elect, as its sole and exclusive remedy, to (i) remedy terminate this Agreement by written notice to Purchaser an d retain the Deposit and demand, as liquidated damages, an amount equal to [***] of the Purchase Price plus the purchase price under the 395 Park Place Purchase Agreement in the aggregate (the “Liquidated Sum”), and upon payment to Seller and 395 Park Place of the Liquidated Sum neither party shall have any further obligation or (ii) waive liability to the uncured default and proceed to Settlement, or (iii) seek specificperformance of other under this Agreement by Purchaser (or the 395 Park Place Purchase Agreement, except for the Post-Termination Surviving Obligations and receivereasonable out of pocket costs the “Post-Termination Surviving Obligations” as defined in successfully seeking specific performance)the 395 Park Place Purchase Agreement. If In the event 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 elects to terminate this Agreement by written notice pursuant to this Section, Purchaser and retain Seller agree that it would be impractical and extremely difficult to estimate the Deposit damages which Seller may suffer and Purchaser and Seller do hereby agree that a reasonable estimate of the total net detriment that Seller would suffer in the event that Seller terminates this Agreement pursuant to this Section 11.2 is and shall be an amount equal to the Liquidated Sum, together with the accrued interest thereon. Such payment of the Liquidated Sum is not intended as a penalty, but as full liquidated damages. Notwithstanding anything herein to the contrarySUCH RETENTION OF THE LIQUIDATED SUM BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, if this Agreement is terminated by Seller due to a default by Purchaser1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) below.AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR 26

Default by Purchaser. If Where Purchaser fails has recorded -------------------- his/her Sales Contract and Purchaser defaults and otherwise refuses to timely complete Settlement reconvey legal or otherwise fails equitable title to perform Nominee, Nominee shall assign the recorded Sales Contract to FCI or FAC (as applicable, as the beneficial owners of such recorded Sales Contract, or, if applicable, as servicer under the 1993-A Pledge Agreement or the 1995 Credit Agreement) for foreclosure or other appropriate action. Subject to the provisions of Section 12 hereof, Nominee may rely on the written request of FCI or FAC, as applicable, in regard to the assignment of said recorded Sales Contracts." 8. The second sentence of Section 10 of the Agreement is hereby amended to read as follows: "Each Bank shall indemnify and hold harmless Nominee from any and all claims, demands, actions or causes of action, including all costs and expenses of any nature that Nominee may incur in connection therewith, which relate to or arise out of any action or failure to act of the Nominee, which action or inaction was in good faith pursuant to and in reliance upon written instructions from such Bank to the Nominee." 9. The first paragraph of Section 12 of the Agreement is hereby amended to read as follows: "In the event of default of Fairfield, FAC, FFC or FCC under any of its covenants the Loan Agreements, the related Bank shall notify Nominee in writing of such event at such time as notice of such default is given to Fairfield, FAC, FFC or obligations hereunder, then Seller may electFCC, as its sole the case may be, which writing shall identify those Properties giving rise to Sales Contracts related to the defaulted Loan Agreement and exclusive remedymay further instruct Nominee that, with respect to (i) terminate this such Properties, Nominee shall act only upon the written instructions of the related Bank and any prior lienholder with respect to such Properties and the related Sales Contracts, whereupon Nominee shall only take action with respect to the Properties identified in the notice, notwithstanding instructions of FCI, FAC, FFC or FCC to the contrary, as directed by the related Bank and any prior lienholder." 10. The second paragraph of Section 12 of the Agreement by is hereby amended to read as follows: "The receipt of any notice of default shall relate only to the specific Loan Agreement identified therein. As to all other Loan Agreements, Nominee shall continue to act upon the written notice to Purchaser an d retain request of Fairfield, FAC, Bank of Boston, Agent Bank, the 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 1992 Purchaser, Seller shall not be precluded from thereafter electing the remedy set forth in clause (ii) above or1993-A Trustee or the 1995 Collateral Agent, alternativelyas the case may be, Seller may elect as to terminate this the Properties relating thereto." 11. Section 13 of the Agreement is hereby amended by written notice to Purchaser and retain adding the Deposit as liquidated damages. following paragraph thereto: "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 promptly delivered to Seller, contrary and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that specifically notwithstanding the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect 3(a) hereof, the interest in Properties related to (x) Purchaser’s repair or indemnification obligations the 1995 Intervals granted to Seller as described in Section 14 below, or (y) any obligation of Purchaser under the 1995 Collateral Agent by this Agreement or and the 1995 Credit Agreement are hereby deemed superior and senior to any document delivered at Settlement and all interests granted pursuant to the Mortgages listed in Schedule B hereto. The parties hereto acknowledge 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 Nominee holds title to the Property or any part thereon or interest therein1995 Intervals for the benefit of the purchasers of the 1995 Intervals and the 1995 Collateral Agent, 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 subject only to the Property terms and conditions of the related Sales Contracts and the 1995 Credit Agreement, respectively. The Nominee shall not transfer, pledge or any part thereofassign the 1995 Intervals except as expressly provided herein." 12. Nothing herein shall limit Seller’s remedies under Section 18(i14(c) below.of the Agreement is hereby amended to read as follows:

Default by Purchaser. If In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the ▇▇▇▇▇▇▇ Money Deposit to which each of them is entitled, as set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to timely complete Settlement the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy (whether at law or otherwise fails to perform in equity) for any default of its covenants Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser except with respect to (x) Purchaser’s repair the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or indemnification obligations penalty but is intended to Seller constitute liquidated damages to Seller. Notwithstanding the foregoing, as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or 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 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon or interest thereinTermination Surviving Obligations, 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. Nothing nothing contained herein shall will limit Seller’s remedies under Section 18(i) below.at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, speculative, or consequential damages. ARTICLE XIV.......

Default by Purchaser. If In the event that Purchaser fails to timely complete Settlement consummate this Agreement for any reason other than Seller’s default or the permitted termination of this Agreement by either Seller or Purchaser as herein expressly provided, or if Purchaser otherwise fails to perform any of its covenants or obligations hereunderdefaults under this Agreement, then Seller may electshall be entitled, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 receive 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 promptly delivered to Seller, and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; provided, however, that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below▇▇▇▇▇▇▇ Money, or (y) any obligation of Purchaser under this Agreement or 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 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 portion of the occurrence Escrow Money in the possession of the Escrow Agent at the time of Purchaser’s default, as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. The foregoing liquidated damages provision of this Section shall not: (a) apply to Purchaser’s obligations under Section 10.1, nor shall Purchaser be entitled to credit or offset the ▇▇▇▇▇▇▇ Money or any portion thereof against any damages suffered by Seller agrees by reason of Purchaser’s default with respect thereto; and (b) be deemed to limit Purchaser’s liability under any indemnity or breach of any covenant under this Agreement that its failure is expressly stated to survive the Closing or early termination of this Agreement. The foregoing also shall not apply to any of Purchaser’s survival obligations specified in Section 10.23. In addition, if the First Deposit is not timely commence such an action for specific performance within such ninety (90) day period posted in accordance with Section 1.6, then this Agreement shall be deemed a waiver by it of its right to commence an action for specific performancenull and void ab initio. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereon or interest thereinEACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, and Purchaser hereby waives and relinquishes any such claims against the PropertyAT THE TIME THIS AGREEMENT WAS MADE, 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 thereofTHE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. Nothing herein shall limit Seller’s remedies under Section 18(i) belowTHE FOREGOING IS NOT INTENDED TO LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Default by Purchaser. If In the event Purchaser fails defaults in its obligations to timely complete Settlement close the purchase of the Property, or in the event Purchaser is otherwise fails to perform any of its covenants or obligations in material default hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the 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 (and shall) receive the Deposit as fixed and liquidated damages, which Deposit this Agreement shall be promptly delivered to Seller, terminate and thereafter neither party to this Agreement shall have any further rights or obligations thereunder; providedliability hereunder, however, that except for those liabilities which expressly survive the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term termination of this Agreement and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller. Seller shall have no other remedy for any default by Purchaser, including any right to damages. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. All of the foregoing shall be without limitation upon the rights and remedies of Seller hereunder, at law or such document in equity, in the event of a default by Purchaser pursuant to Sections 6.1, 6.2, 6.3, 19 or 22 or any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the expiration Closing or earlier the termination hereof. As a condition precedent to 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 occurrence of Purchaser’s default. Seller agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall 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 thereon 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. Nothing herein shall limit Seller’s remedies under Section 18(i) belowthis Agreement.