Common use of Purchaser Default Clause in Contracts

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or the Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of each of the Properties on the applicable Closing DateDate for each Property, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Sellers, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Sellers, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunderhereunder and except as set forth in Section 13.16 below, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYPROPERTIES. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERHEREUNDER AND SELLERS RIGHT TO COLLECT ATTORNEY FEES AND EXPENSES UNDER SECTION 13.16 BELOW.

Purchaser Default. If Purchaser defaults is in its obligations hereunder to (a) deliver default or breaches the Depositterms or provisions of this Agreement, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 andthen Seller, as Seller’s sole and exclusive remedy, shall be entitled to retain the Xxxxxxx Money as liquidated damages (and not as a result, does not close on penalty). Notwithstanding the purchase of the Properties on the Closing Date, then, immediately and without notice or cureforegoing, Purchaser shall forfeit the Deposit and neither party agrees that nothing contained herein shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults construed as prohibiting or limiting Seller from pursuing any available remedy, in any of its other representationslaw or in equity, warranties or for Purchaser’s indemnification obligations under this Agreement Agreement, and, any such recovery by Seller for Purchaser’s indemnification obligations shall not be limited to the Xxxxxxx Money. Seller and Purchaser acknowledge that it is impossible to estimate more precisely the amount of damages which Seller might suffer upon Purchaser’s default and that said full liquidated damages are a reasonable pre-estimate of Seller’s probable loss in the event of a Purchaser default. Seller’s receipt of said full liquidated damages is intended not as a penalty, but as full liquidated damages. Purchaser hereby waives and releases any right to (includingand hereby covenants that it shall not) xxx Seller or seek or claim a refund of all or any part of said full liquidated damages on the ground that said full liquidated damages are unreasonable in amount or exceed Seller’s actual damages or that the delivery of said full liquidated damages to Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. If Seller is entitled to the Xxxxxxx Money as liquidated damages, without limitationand to the extent Seller has not already received the Xxxxxxx Money, the failure Xxxxxxx Money shall be immediately paid to deliver to Seller by the Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after upon receipt of written notice from Sellers’ RepresentativeSeller that a Purchaser default has occurred under this Agreement, then and Purchaser shall forfeit agrees to take all such actions and to execute and to deliver all such documents necessary or appropriate to effect such payment of the Deposit Xxxxxxx Money to Seller as Seller’s liquidated damages. Notwithstanding the foregoing, Seller’s recourse for any surviving indemnification obligation of Purchaser is not and neither party will not be limited to the Xxxxxxx Money and Seller shall be obligated entitled to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of pursue a representation or warranty by claim against Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERtherefor.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase In recognition of the Properties on the Closing Date, then, immediately and without notice or cure, fact that damages for a breach by Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement and/or by LGO under the LGO Asset Purchase Agreement (includingeach a “Purchaser Default”) may be difficult to determine, without limitationif a material Purchaser Default occurs prior to Closing, Sellers shall give Purchaser and LGO written notice of such Purchaser Default and if Purchaser (in the failure case of a Purchaser Default under this Agreement) or LGO (in the case of a Purchaser Default under the LGO Asset Purchase Agreement) does not cure such material default within twenty (20) days or such additional time as is reasonably required to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and cure such default continues for more than ten through the use of Purchaser’s/LGO’s best efforts (10such additional time not to exceed 45 days) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale its receipt of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereundersuch notice, Sellers’ , as their sole and exclusive remedy for Purchaser’s failure any such Purchaser Default, shall have the right to perform its obligation terminate this Agreement and the LGO Asset Purchase Agreement and be paid the Deposit (the “Sellers Agreed Damages”) as liquidated damages and not as a penalty. Sellers and Xxxxxx Petroleum agree to purchase accept payment of the Properties or any breach of a representation or warranty Sellers Agreed Damages by Purchaser hereunderas their sole and exclusive remedy and in full settlement and discharge of all obligations of Purchaser under this Agreement and LGO under the LGO Asset Purchase Agreement, without further recourse in law or equity. The Sellers expressly waive and Xxxxxx Petroleum (seller under the remedies LGO Asset Purchase Agreement) shall agree among themselves as to the allocation of specific performance and additional damages for any default by Purchaser hereunderthe Sellers Agreed Damages between them. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERThe provisions of this Section 10.2 shall survive the Closing or earlier termination of this Agreement.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If A. All Earnest Money depositex xxxx the escrow is to secure the timely performance by Purchaser defaults in of its obligations and undertakings under this Agreement. In the event of a default by Purchaser under the provisions of this Agreement, Balcor shall retain all of the theretofore deposited Earnest Money as Sellex'x xxxe right to damages (provided, however, such default by Borrower hereunder shall also cause an immediate default by Borrower under the Loan Documents [without any grace or cure periods], unless: (i) Borrower enters into the Sale Agreement; (ii) such default by Borrower hereunder is as a result of a default by Whispering Hills under the Sale Agreement; and (iii) Purchaser is diligently and in good faith exercising its remedies against Whispering Hills as a consequence of such default). The parties have agreed that Balcor's actual damages, in the event of a default by Purchaser, would be extremely difficult or impractical to determine. The parties acknowledge that the Earnest Money (ato the xxxxxx deposited) deliver has been agreed upon, after negotiation, as the Depositparties' reasonable estimate of Balcor's damages. Except as set forth in Sections 5B and 5C hereof, or (b) deliver the theretofore deposited Earnest Money is non-rxxxxxxxle but shall be applied by Balcor against the Purchase Price for each Property at Closing, so long as Purchaser has not defaulted hereunder. B. Notwithstanding anything contained herein to the time required by Section 2.2.4 andcontrary, if Whispering Hills terminates (but does not default under) the Sale Agreement pursuant to Sections 4, 7A, 7B or 24A, 24B or 24C (but solely with respect to the representations or warranties contained in Sections 19B(1),(3)(7) and(10)) thereof then, notwithstanding anything in the Sale Agreement to the contrary, so long as: (i) such termination is solely as a resultresult of an event or condition first discovered, does not close on arising or notice of which was received from and after the purchase date of the Properties on Sale Agreement (except with respect to a termination pursuant to Section 4 of the Closing DateSale Agreement, thenin which case the applicable date shall be April 1, immediately 1997 rather the date of the Sale Agreement); and without notice (ii) the election to terminate by Whispering Hills is neither as a consequence of default by Borrower under the Sale Agreement nor the result of any willful, intentional or curegrossly negligent act (or failure to act) of Borrower, and as a consequence of such termination by Whispering Hills, Purchaser is unable to perform hereunder, Purchaser shall forfeit not be in "default" hereunder and Purchaser shall have the Deposit right to terminate this Agreement by promptly giving written notice of such election to terminate to Balcor (and neither party in all events on or before three (3) business days following the termination of the Sale Agreement). If written notice is not received by Balcor pursuant to this Section 5B on or before such date, then the right of Purchaser to terminate this Agreement pursuant to this Section 5B shall be obligated to proceed with the purchase and sale of the Propertiesforever waived. If Purchaser defaults terminates this Agreement by written notice to Balcor on or before the required date, the Earnest Money and Closxxx Xxxension Fee, if applicable, paid by Purchaser shall be immediately returned to Purchaser and, except as set forth in Sections 5C and 6 below, neither Purchaser nor Balcor shall have any of its other representationsright, warranties obligation or obligations liability under this Agreement. C. If Purchaser terminates this Agreement pursuant to Section 5B above, or otherwise (including, without limitation, a termination as a consequence of a failure by Purchaser to deposit the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 Earnest Money on the date required thereunderor bexxxx Xxril 14, 1997), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit proceed diligently and in good faith to finalize a purchase agreement to sell the Deposit Property to Equity and neither party shall be obligated to proceed with the purchase thereafter diligently and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to in good faith perform its obligation to obligations under such purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERagreement.

Purchaser Default. If If, in connection with the Second Closing, any Purchaser defaults in its obligations hereunder to shall (a) deliver the Deposit, elect not to exercise its Purchase Right or (b) deliver the after electing to exercise its Purchase Price for each Property at the time required by Section 2.2.4 andRight, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults default in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase Securities that it has agreed to purchase hereunder at such Second Closing, the Properties non-defaulting Purchaser or Purchasers shall have the option, at its or their sole discretion, to purchase any or all of the Securities that such Purchaser elected not to purchase pursuant to its Purchase Right or, after electing to exercise its Purchase Right, agreed to purchase hereunder at such Second Closing as set forth below (such Purchaser, a “defaulting Purchaser”). For the avoidance of doubt, in no event shall the Company have the right to require any non-defaulting Purchaser to purchase Securities that a defaulting Purchaser elected not to purchase pursuant to its Purchase Right or, after electing to exercise its Purchase Right, failed to purchase at the Second Closing. Following the delivery of the Purchase Notice, in the event of default by any Purchaser, the Company shall give written notice to the non-defaulting Purchasers of such default (the “Default Notice”), which Default Notice shall specify the amount of Securities that the defaulting Purchaser failed to purchase at the Second Closing (the “Remaining Securities”). Each non-defaulting Purchaser shall have an option, exercisable for a period of 10 days following the date of delivery of the Default Notice, to purchase, on a pro rata basis according the aggregate number of shares of Common Stock agreed to be purchased pursuant to this Agreement by such Purchaser so electing, the Remaining Securities for the consideration and on the terms and conditions set forth in the Default Notice. Such option shall be exercised by the delivery by such Purchaser of written notice to the Secretary of the Company. In the event that the options to purchase Remaining Securities have not been exercised by the non-defaulting Purchaser with respect to all of the Remaining Securities, those Purchasers who have exercised their options within the 10-day period specified in this Section 8.13 shall have an additional option, for a period of five days next succeeding the expiration of such 10-day period, to purchase all or any breach part of the balance of such Remaining Securities on the terms and conditions set forth in the Default Notice, which option shall be exercised by the delivery of written notice to the Secretary of the Company. In the event there are two or more such Purchasers who choose to exercise the last-mentioned option for a representation or warranty total number of Remaining Securities in excess of the number available, the Remaining Securities available for each such Purchaser’s option shall be allocated to each such Purchaser pro rata based on the aggregate number of shares of Common Stock agreed to be purchased pursuant to this Agreement by such Purchaser hereunderso electing. Sellers expressly waive The closing of any purchase of Remaining Securities shall occur remotely via exchange of documents and signatures within seven days of the remedies applicable notice to the Company of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERthe applicable Purchaser’s election to purchase Remaining Securities in accordance with this Section 8.13.

Purchaser Default. If Prior to Closing, if Purchaser defaults in or any of its obligations hereunder Affiliates party to the Separate PSA, as applicable, (a) defaults on its obligations to (x) deliver to Seller or Existing Operator or their Affiliates party to the Separate PSA, as applicable, the documents specified under Section 5.3 hereunder or under Section 5.3 of the Separate PSA, respectively, or (y) deliver the DepositPurchase Price in accordance with Article II hereunder or under Article II of the Separate PSA and consummate the Transactions (as defined herein and in the Separate PSA) on the Closing Date, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 anddefaults, as a resultin any material respect, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated with respect to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, or under the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Separate PSA, and such default continues for more than ten (10) days Business Days after written notice from Sellers’ RepresentativeSeller (each, a “Purchaser Default”), then Seller and Existing Operator shall have the right, as their sole and exclusive remedy (Seller and Existing Operator hereby expressly waive any and all other remedies available to them at law, in equity or otherwise) to (i) terminate this Agreement immediately, in which case Purchaser shall be deemed to forfeit the Deposit to Seller and neither party Existing Operator and the Escrow Agent shall be obligated deliver the Deposit to Seller and Existing Operator, or (ii) if Purchaser is willing to proceed with the purchase Closing, waive such default and sale any and all other remedies available to them at law, in equity or otherwise rights available to them and proceed with the Closing of the PropertyTransaction. The Deposit constitutes liquidated damages and recourse to the Deposit isUpon a termination of this Agreement, neither Purchaser, Seller nor Existing Operator shall have any further rights, obligations or liabilities hereunder, except for Purchaser’s indemnity and confidentiality obligations hereunderas otherwise expressly provided herein. SELLER, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS EXISTING OPERATOR AND PURCHASER ACKNOWLEDGE AGREE THAT SELLERS’ (A) ACTUAL DAMAGES DUE TO PURCHASER’S DEFAULT HEREUNDER WOULD BE DIFFICULT AND INCONVENIENT TO DETERMINEASCERTAIN AND THAT SUCH AMOUNT IS NOT A PENALTY AND IS FAIR AND REASONABLE IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, (B) THE AMOUNT SPECIFIED AS LIQUIDATED DAMAGES IS NOT DISPROPORTIONATE TO THE DAMAGES THAT WOULD BE SUFFERED AND THE COSTS THAT WOULD BE INCURRED BY SELLER AND/OR EXISTING OPERATOR AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM THE MARKET, AND THAT (C) PURCHASER DESIRES TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PAID IN THE EVENT PURCHASER IN ITS OBLIGATION FAILS TO PURCHASE THE PROPERTYCOMPLETE CLOSING. SELLERS SELLER, EXISTING OPERATOR AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE LIMIT THE AMOUNT OF DAMAGES DUE SELLERSTO SELLER AND EXISTING OPERATOR AND THE REMEDIES AVAILABLE TO SELLER AND EXISTING OPERATOR, AND SHALL BE SELLERS’ SELLER’S AND EXISTING OPERATOR’S EXCLUSIVE REMEDY PRIOR TO CLOSING AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, EQUITY ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. UNDER NO CIRCUMSTANCES SHALL SELLER OR EXISTING OPERATOR SEEK OR BE ENTITLED TO RECOVER DAMAGES PRIOR TO CLOSING (INCLUDING ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES), ALL OF WHICH SELLER AND EXISTING OPERATOR SPECIFICALLY WAIVE, FROM PURCHASER FOR ANY BREACH BY PURCHASER OF ITS COVENANTS, PURCHASER’S REPRESENTATIONS OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties hereunder or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION OBLIGATIONS HEREUNDER TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER. UNDER NO CIRCUMSTANCES MAY SELLER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH SELLER SPECIFICALLY WAIVES, FROM PURCHASER FOR ANY BREACH BY PURCHASER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, Initial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder); (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder; (c) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice ; or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed (d) comply with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or other material obligations under this Agreement (including, without limitation, the Contract and such failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default comply continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller; then, then immediately and without the right to receive notice or to cure pursuant to Section 2.3.3 (except as provided in (d) above) Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS , SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunderhereunder and in addition to Seller’s right to recover its reasonable attorneys’ fees and expenses in accordance with the provisions of Section 13.16, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERHEREUNDER AND SELLER’S RIGHT TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND EXPENSES.

Purchaser Default. If Purchaser defaults in its obligations hereunder and Seller acknowledge that it would be extremely impracticable and difficult to (a) deliver ascertain the Deposit, or (b) deliver the Purchase Price for each Property at the time required actual damages that would be suffered by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Seller if Purchaser shall forfeit the Deposit and neither party shall be obligated fails to proceed with consummate the purchase and sale of the Properties. If Purchaser defaults in Property herein (for any reason other than Seller’s failure, refusal or inability to perform any of its Seller’s covenants and agreements hereunder or the failure of any other representations, warranties or obligations under of the conditions to Purchaser’s obligation to close hereunder). Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement; and the personal expenses of Seller incurred in connection with the preparation of this Agreement (includingand Seller’s performance hereunder; and the other damages, without limitationgeneral 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 those considerations, Purchaser and Seller have agreed that the failure damage to deliver Seller would reasonably be expected to Escrow Agent amount to the deliveries specified Xxxxxxx Money. Accordingly, if Purchaser breaches or is in default under Section 6.4 on the date required thereunder)any provision of this Agreement and has failed, and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated refused or is unable to proceed with consummate the purchase and sale of the PropertyProperty contemplated hereby by the date of the Closing, and fails to cure such breach or default within seven (7) business days from receipt of written notice of such breach or default from Seller, then the Escrow Agent shall pay the interest, if any, earned on the Xxxxxxx Money to Purchaser and deliver the Xxxxxxx Money to Seller as full and complete liquidated damages. Upon proper delivery of the Xxxxxxx Money to Seller, as above provided, no party to this Agreement shall have any liability to any other party to this Agreement other than Purchaser’s Indemnity Obligations set forth in Section 4.1 of this Agreement. The Deposit constitutes liquidated damages and recourse provision provided for in this section shall not be deemed to the Deposit is, except for be a cap or limit on Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach Seller under Section 4.1 of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERthis Agreement.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 5 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty and this shall be Seller’s sole remedy. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults is in its default of one or more of Purchaser’s obligations hereunder under this Agreement other than a failure to timely close (afor which there shall be no notice and cure period), then Seller may give notice to Purchaser (with a copy to Closing Agent) deliver specifying the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase nature of the Properties on default. Purchaser shall have five (5) business days after receiving that notice, but in no event beyond the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated within which to proceed with the purchase and sale of the Propertiescure that default. If Purchaser defaults in any of its other representationsfails to cure that default within that period, warranties or obligations under then Seller’s sole remedy for such default shall be to terminate this Agreement by giving notice of such termination to Purchaser (includingwith a copy to Closing Agent) and receive the Deposit as liquidated damages. If Seller does so terminate this Agreement, without limitationthen Closing Agent shall pay the Deposit to Seller. Purchaser agrees that it is difficult to estimate Seller’s damages and that the retention of the Deposit by Xxxxxx represents a reasonable estimation as of the Effective Date of Seller’s damages in the event of Purchaser’s default hereunder, the failure that actual damages would be impracticable or extremely difficult to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)ascertain, and such default continues that the provision for more than ten (10) days after written notice from Sellers’ Representativeliquidated damages hereunder does not constitute a penalty. The parties acknowledge that these damages have been specifically negotiated between themselves and are, then among other things, to compensate Seller for taking the Property off the market, for Seller’s costs and expenses associated with this Agreement and for Seller’s lost opportunity costs. Purchaser shall forfeit hereby waives the rights and benefits of any law, rule, regulation, or order now or hereafter existing that would allow Purchaser to claim a refund of the Deposit and neither party as unearned xxxxxxx money, a penalty, or for any other reason. If, notwithstanding the provisions herein, a court determines that Seller is not entitled to retain the Deposit as a result of Purchaser’s default hereunder, Seller shall be obligated entitled to proceed with seek any and all damages provided by law; provided, however, that any recovery thereof may not exceed the purchase and sale amount of the PropertyDeposit. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS SELLER AND PURCHASER ACKNOWLEDGE AGREE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT PAYMENT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT SELLER UNDER THIS SECTION 11.1 10.2 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, MUTUALLY BARGAINED FOR AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AS LIQUIDATED DAMAGES AND IN EQUITY, ARISING FROM OR RELATED TO NOT AS A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERPENALTY.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If (x) Purchaser defaults in its obligations hereunder to (a) deliver any deposit or payment required of Purchaser hereunder, (b) deliver to Seller the Depositdeliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.5 and close on the purchase of the Properties Property on the Closing DateDate or (y) the Solana Purchaser defaults in its obligations under the Solana Contract, and such default is not cured within the applicable notice and grace periods, if any, under the Solana Contract, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each the Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ Seller’s Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, SellersSeller’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS TRANSACTION CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 6.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.3.2 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages damages, and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's breach of this Contract and failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderProperty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 12.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If (1) The Purchaser defaults shall be deemed to be in its obligations hereunder default under this Purchase Agreement, if (i) the Purchaser fails to (a) deliver observe or fulfil any of the Depositprovisions of this Purchase Agreement, or (bii) deliver the Purchaser becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, an assignment or arrangement with the Purchaser’s creditors, or (iii) any lien, execution, certificate of pending litigation, notice or other encumbrance arising from any action or default whatsoever of the Purchaser is registered against the title to any of the Lands or the Purchased Home, or affects the Lands, the Condominium or the Purchased Home. The Vendor shall then be entitled to accelerate the payment of all Deposits by delivering a written notice upon the Purchaser to pay the balance of the Deposits, which shall be paid within two (2) Business Days of the Vendor’s demand thereof, failing which the Vendor reserves all remedies set forth in Section 8.1(3) of this Schedule without further notice. (2) The Vendor shall be entitled (but not required) to satisfy any such lien, execution or encumbrance and the Vendor is hereby irrevocably appointed lawful attorney for the Purchaser with the power to execute any document or consent that may be necessary to remove any title encumbrance or registration as provided in 8.1(1)(iii). If the Vendor is required to pay any monies to remove any such title encumbrance or registration from the title register, the Purchaser on a demand basis shall reimburse the Vendor for all monies paid or for security given and costs (including legal fees and disbursements on a full indemnity basis) with interest payable thereon from and after the date of payment by the Vendor. Except as otherwise expressed in this Purchase Price for each Property Agreement to the contrary, all amounts which shall be owing pursuant to this Purchase Agreement and not paid when due, shall bear interest, both before and after demand, judgment and default, at the time required by Section 2.2.4 andPrime Rate plus 5% both calculated, as a result, does not close on compounded and payable monthly. (3) If the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults is in any of its other representations, warranties or obligations default under this Purchase Agreement (including, without limitation, either before or after the failure Firm Occupancy Date and fails to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and remedy such default continues for more than ten within two (102) days after Business Days of written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse thereof to the Deposit isPurchaser, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for (other than the Purchaser’s failure to perform complete the transactions contemplated by this Purchase Agreement on the Firm Occupancy Date and the Closing Date or other circumstances expressly set out herein, in which event no written advice shall be required to be delivered to the Purchaser and no remedy period shall be available) notwithstanding any act of the Vendor, the Vendor at its obligation sole option, may declare this Purchase Agreement at an end and (i) the Purchaser shall vacate the Purchased Home if the Purchaser has taken possession thereof and (ii) the Deposit together with all Interest thereon shall be forfeited to purchase the Properties Vendor without prejudice to any other rights that the Vendor would have against the Purchaser at law or in equity. The Vendor shall not be obliged to return any monies paid by the Purchaser as an Occupancy Fee or an administrative fee and any monies paid by the Purchaser for Extras, whether or not installed in the Purchased Home or ordered by the Vendor, and same shall be deemed to form part of the Deposit and also be retained by the Vendor. The Vendor reserves all its rights and remedies under this Purchase Agreement, at law and in equity, against the Purchaser and shall be at liberty to re-sell the Purchased Home with or without re-entry and without prejudice to the Vendor’s right to damages at law or in equity and the Vendor shall be released from all of its obligations to the Purchaser under this Purchase Agreement. (4) The Vendor may in its sole and unfettered discretion grant a written waiver of any breach of any provision of this Purchase Agreement. No written waiver or extension by the Vendor shall be deemed to condone any future breach and any such waiver shall be without prejudice to the Vendor’s rights. The Vendor’s failure to notify the Purchaser of a representation default shall not constitute a waiver of such default. (5) Notwithstanding any other provision contained in this Purchase Agreement and except as set forth in the Addendum, if this Purchase Agreement is terminated through no fault of the Purchaser, the Deposit shall be returned to the Purchaser (excluding uncashed cheques) and the Purchaser shall sign a written acknowledgement confirming the termination and amount of monies refunded. The Vendor, however, shall not be obliged to return any monies paid by the Purchaser as an Occupancy Fee or warranty by Purchaser hereunderadministrative fee. Sellers expressly waive In no event shall the remedies of specific performance and additional damages Vendor or its agents be liable for any default damages or costs whatsoever whether arising as a result of the negligence of the Vendor or those for whom the Vendor is at law responsible or otherwise, and, without limiting the generality of the foregoing, for any loss of bargain, for any relocating costs, for loss of use of Deposits or for any professional or other fees paid in relation to this transaction. This Section 8.1(5) may be pleaded by the Vendor as a complete defence to any such claim. (6) Except as set forth in the Addendum, in the event that this Purchase Agreement is terminated, the Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINEshall execute such releases or any other assurances or documents as the Vendor may require to release the Purchaser’s interest in the Purchased Home, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSthe Condominium and the Lands (including releases of any surety) and in the event the Purchaser refuses or fails to execute such releases, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASERassurances or documents, BOTH AT LAW AND IN EQUITYthe Purchaser hereby constitutes and irrevocably appoints the Vendor as the Purchaser’s lawful attorney to execute such releases, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTassurances and documents, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERpursuant to Section 11.1(1) of this Schedule.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) after one Business Day notice and opportunity to cure, deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults shall become in its obligations hereunder breach of or default under this Agreement in any material respect and the breach or default continues beyond the expiration of the cure period, if any, provided in Section 11.6 hereof, and Seller thereafter terminates this Agreement pursuant to Section 11.6, then, subject as hereinbelow stated in this Section 10.2, and none of the following circumstances exist: (a) deliver a default by Seller and the Depositexpiration of the cure period, or if any, provided under Section 11.6 hereof; (b) deliver the Purchase Price for each Property at the time required existence of a Pending Default (as defined in and contemplated by Section 2.2.4 and, as a result, does not close on the purchase 11.6); or (c) any other provision of this Agreement which permits Purchaser to terminate this Agreement or otherwise relieves Purchaser of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated obligation to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of convey the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ ; then as its sole and exclusive remedy for Purchasersuch breach or default, the Deposit shall be retained by Seller as liquidated damages, and both parties shall be relieved of and released from any further liability hereunder except for the Surviving Obligations. Seller and Purchaser agree that payment to Seller of the Deposit is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages in light of Seller’s failure removal of the Property from the market and the costs incurred by Seller and shall not constitute a penalty or a forfeiture. In order for a breach or default to perform its obligation to purchase arise in connection with the Properties or inaccuracy of any breach of a representation or warranty by Purchaser hereunderherein, the representation or warranty must fail to be true or correct in a material respect. Sellers expressly waive Notwithstanding anything to the remedies contrary in this Agreement, the indemnity obligations of specific performance the Purchaser under this Agreement and additional damages for Seller’s rights to recover costs, fees and expenses under Section 11.9 are separate and distinct obligations of the Purchaser that are not subject to the liquidated damage provisions contained in this Section 10.2. Furthermore, Seller, in connection with any default by action or proceeding relating to or enforcing this Section 10.2 or collecting and/or retaining the Deposit, may recover from Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERany prevailing party attorney fees or costs to which Seller may be entitled pursuant to Section 11.9 below.

Purchaser Default. If The parties acknowledge and agree that if Purchaser breaches any of its representations or warranties or fails to perform any of its covenants in any material respect it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such breach and/or failure. Consequently, if Purchaser breaches any of its representations or warranties, fails to perform any of its covenants in any material respect, or otherwise defaults in its obligations hereunder hereunder, then Seller shall be entitled to (a) deliver the Deposit, terminate this Agreement by giving written notice thereof to Purchaser prior to or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 Closing, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, as a result, does not close on after the purchase payment of the Properties on the Closing DateDeposit to Seller, then, immediately and without notice or cure, neither Seller nor Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in will have any of its other representations, warranties further rights or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit isAgreement, except for Purchaser’s indemnity any obligations and confidentiality obligations hereunderindemnities that expressly survive termination. PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT THE DEPOSIT AMOUNT IS THE PARTIES’ BEST ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER BECAUSE OF ANY SUCH BREACH, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS FAILURE OR DEFAULT BY PURCHASER, AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SUCH ESTIMATE IS REASONABLE COMPENSATION UNDER THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, AND THE RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE THE EXCLUSIVE REMEDY FOR PURCHASER’S BREACH, FAILURE OR DEFAULT, SINCE THE PRECISE AMOUNT OF SUCH COMPENSATION WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.Initials of: /s/ NB /s/ MEN

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then then, subject to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser obligations hereunder. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYOBLIGATIONS HEREUNDER. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.2 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller (to the extent Purchaser has delivered the Deposit), and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty, and Purchaser shall have no further obligations to Seller under this Contract, except for the applicable Survival Provisions. If In the event that this Contract terminates as a result of Purchaser’s failure to deliver the Deposit, Seller shall have no right to xxx Purchaser for recovery of the Deposit. If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property, and Purchaser shall have no further obligations to Seller under this Contract, except for the applicable Survival Provisions. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PAYMENT OF SUCH 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. UNDER NO CIRCUMSTANCES MAY SELLER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH SELLER SPECIFICALLY WAIVES, FROM PURCHASER FOR ANY BREACH BY PURCHASER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. /s/ LPM________ /s/ KH______ Seller’s Initials Purchaser’s Initials

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 1.2(d) and close on the purchase of the Properties Property on the Closing Date, then, immediately and without if, in any case such default continues for more than three (3) calendar days after written notice or curethereof from Seller, Purchaser shall forfeit the Deposit and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other material representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Agreement, and such default continues for more than ten (10) days after written notice thereof from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION OBLIGATIONS TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 9.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser materially defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) calendar days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.2.10 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, shall breach or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations default under this Agreement (includingand, with respect to breaches or defaults for which a cure period is applicable, fail to cure such breach or default within such cure period, Seller may, as its sole and exclusive remedy, terminate this Agreement, the Deposit shall be retained by Seller as liquidated damages, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)necessity of proving actual damages, and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party both parties shall be obligated to proceed with the purchase relieved of and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, released from any further liability hereunder except for Purchaser’s indemnity Indemnity Obligations set forth in Sections 3.1.2, 3.6 and confidentiality obligations hereunder5.5(a) hereof and matters which, Sellers’ by the express provision thereof in this Agreement, survive termination of the Agreement. Seller and Purchaser agree that Seller’s damages in the event of such breach or default will be difficult or impractical to ascertain, the Deposit is a fair and reasonable estimate of such damages as of the date of this Agreement, and the Deposit is to be retained by Seller as agreed and liquidated damages in light of Seller’s removal of the Property from the market and the costs incurred by Seller and shall not constitute a penalty or a forfeiture. 8.1.1. The parties hereto agree that it would be difficult to prove actual damages resulting from a breach of this Agreement and that the Deposit represents a fair and equitable estimation of Seller’s damages in the event of a breach or default by Purchaser. The parties further agree that this liquidated damage clause is included herein as a result of negotiation by the parties at the express request of Purchaser and that Purchaser hereby waives any right to challenge the enforceability of this clause or its reasonability, and Purchaser hereby waives any and all rights it may have at law or equity to dispute Seller’s right to the liquidated damages provided for herein. In addition, the parties waive any right to assert the lack of mutuality of remedy as a defense in the event of any litigation arising out of this Agreement. Seller’s initials:______ Purchaser’s initials:______ DAL:0590722/00075:2361764v4 Seller Default. If Seller shall breach or default under this Agreement and, with respect to breaches or defaults for which a cure period is applicable, fail to cure such breach or default within such cure period, or shall refuse or fail to convey the Property as herein provided for any reason other than (i) a breach or default by Purchaser under this Agreement and the expiration of the cure period, if any, provided under Section 11.6 hereof, or (ii) the existence of a Pending Default (as defined in and contemplated by Section 11.6), or (iii) any other provision of this Agreement which permits Seller to terminate this Agreement or otherwise relieves Seller of the obligation to convey the Property, Purchaser shall elect as its sole and exclusive remedy for Purchaserhereunder either to terminate the Agreement and recover the Deposit or to specifically enforce the Seller’s failure obligations to perform its obligation convey the Property in accordance with this Agreement, Purchaser hereby expressly waiving any right to purchase the Properties recover exemplary, punitive, indirect, consequential, special or other damages and all other remedies available at law or at equity with regard to any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of such failure; provided that no action in specific performance shall seek to require the Seller to do any of the following: (a) change the condition of the Property or restore the same after any fire or other casualty; (b) subject to Sections 3.2 and additional damages for 10.3 hereof, expend money or post a bond to remove a title encumbrance or defect or correct any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINEmatter shown on a survey of the Property; or (c) secure any permit, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSapproval, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERor consent with respect to the Property or Seller’s conveyance of the Property.

Purchaser Default. If Purchaser has waived or is deemed to have waived its right to terminate pursuant to Section 3.2 and Purchaser defaults in its obligations hereunder to (a) deliver the DepositAdditional Deposit in accordance with Section 2.2.2, or (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, the Purchase Price for each Property at the time as required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties on the Closing DateDate in accordance with the terms of this Contract, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Sellers, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity obligations set forth in Section 3.4 and confidentiality obligations hereunderset forth in Section 13.13, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYOBLIGATIONS HEREUNDER. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 3.4 AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.SET FORTH IN SECTION 13.3. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. Initials: /s/ TM /s/ EZ

Purchaser Default. 13.1.1 If Purchaser defaults is in its default of one or more of Purchaser’s obligations hereunder under this Agreement other than a failure to timely close (afor which there will be no notice and cure period), then Seller may give notice to Purchaser (with a copy to Title Company) deliver specifying the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase nature of the Properties on default. Purchaser will have five (5) days after receiving that notice, but in no event beyond the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated within which to proceed with the purchase and sale of the Propertiescure that default. If Purchaser defaults in any of its other representationsfails to cure that default within that period, warranties or obligations under then Seller’s sole remedy for such default will be to terminate this Agreement by giving notice of such termination to Purchaser (including, without limitation, with a copy to Title Company) and receive the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeDeposit as liquidated damages. If Seller does so terminate this Agreement, then Purchaser shall forfeit Title Company will immediately release and pay the Deposit and neither party shall be obligated to proceed with the purchase and sale of the PropertySeller. The Deposit constitutes liquidated damages and recourse to the Deposit isWITH RESPECT TO THE ABOVE, except for Purchaser’s indemnity and confidentiality obligations hereunderPURCHASER AND SELLER AGREE THAT THE RELEASE AND PAYMENT OF THE DEPOSIT TO SELLER REPRESENTS A REASONABLE ESTIMATION AS OF THE EFFECTIVE DATE OF SELLER’S DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT HEREUNDER, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO DETERMINEASCERTAIN, AND THAT THE PROVISION FOR LIQUIDATED DAMAGES HEREUNDER DOES NOT CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES ACKNOWLEDGE THAT THESE DAMAGES HAVE BEEN SPECIFICALLY NEGOTIATED BETWEEN THEMSELVES AND ARE INTENDED, AMONG OTHER THINGS, TO COMPENSATE SELLER FOR TAKING THE PROPERTY OFF THE MARKET, FOR SELLER’S COSTS AND EXPENSES ASSOCIATED WITH THIS AGREEMENT AND FOR SELLER’S LOST OPPORTUNITY COSTS. PURCHASER HEREBY WAIVES THE RIGHTS AND BENEFITS OF ANY LAW, RULE, REGULATION, OR ORDER NOW OR HEREAFTER EXISTING THAT WOULD ALLOW PURCHASER TO CLAIM A REFUND OF THE DEPOSIT IS AS UNEARNED XXXXXXX MONEY, A REASONABLE ESTIMATE PENALTY, OR FOR ANY OTHER REASON. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF SELLERS’ THE STATEMENTS MADE ABOVE AND THEIR FULL UNDERSTANDING THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT, IN NO EVENT, SHALL THIS LIQUIDATED DAMAGES RESULTING FROM A PROVISION LIMIT SELLER’S RIGHTS OR RECOURSE WITH RESPECT TO (A) ANY INDEMNITY PROVISIONS OF THIS AGREEMENT; (B) ANY DEFAULT BY PURCHASER FOLLOWING THE CLOSE OF ESCROW; AND (C) ANY ATTORNEYS’ FEES INCURRED BY SELLER IN ITS OBLIGATION TO PURCHASE ENFORCING THIS AGREEMENT OR ANY OTHER AGREEMENTS AND THE PROPERTY. SELLERS PARTIES FURTHER AGREE, IN THE EVENT SELLER MAKES A CLAIM FOR ANY OF THE MATTERS DESCRIBED IN SUBSECTION (A) THROUGH (C) ABOVE, ALL OF SELLER’S RIGHTS, OPTIONS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND REMEDIES SHALL BE SELLERS’ CUMULATIVE AND NOT ONE OF THEM SHALL BE EXCLUSIVE REMEDY AGAINST PURCHASEROF THE OTHER AND SELLER SHALL HAVE, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERTHE MATTERS SET FORTH IN SUBSECTION (A) THROUGH (C) ABOVE, THE RIGHT TO PURSUE ANY OR ALL OF SUCH REMEDIES OR TO SEEK DAMAGES IN CONNECTION WITH THE MATTERS DESCRIBED IN (A) THROUGH (C) ABOVE AS IN THE EVENT OF ANY BREACH OF THE TERMS HEREOF BY PURCHASER OR TO PURSUE ANY OTHER REMEDY OR RELIEF WHICH MAY BE PROVIDED BY LAW OR EQUITY, WHETHER OR NOT STATED IN THIS AGREEMENT.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.2.11 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder (1) In the event PURCHASER refuses or neglects to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase provide any of the Properties on items herein stated or comply with any provisions hereunder, and/or fails to promptly make any of the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated payments as provided herein and/or fails to proceed with the purchase Engagement and/or fails to furnish PRODUCER or ARTIST with any documentation, tickets or notice or proof thereof as required hereunder, at the times herein specified, then any such failure shall be deemed a substantial and sale material breach of this Agreement and PRODUCER shall have the right (in PRODUCER's sole discretion), without prejudice to any other rights and remedies to: (i) immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (ii) retain all amounts already paid to PRODUCER by PURCHASER as partial compensation for such breach; (iii) receive the full GUARANTEE (or the unpaid balance thereof) plus all other payments and other compensation due pursuant to this Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST in connection with the Engagement or the transactions contemplated by this Agreement; and (iv) PRODUCER and ARTIST shall have no further liabilities and/or obligations in connection with the Engagement or the transactions contemplated by this Agreement. For the avoidance of doubt, in all instances PURCHASER shall remain responsible for all transportation, accommodations, and expense reimbursements for PRODUCER/ARTIST and entourage pursuant to the terms of this Agreement. relating to (2) If, on or before the date of any scheduled engagement, PURCHASER has failed, neglected, or refused to perform any contract with PRODUCER/ARTIST, and/or any necessary forcontract with any third party this Engagement, and/or any other contract with any other performer for any other engagement (whether or not related), or if the financial standing or credit of PURCHASER has been impaired or is in PRODUCER's opinion unsatisfactory, PRODUCER shall have the right to demand payment of the Propertiesfull GUARANTEE and all other compensation due pursuant to this Agreement. If Purchaser defaults PURCHASER fails or refuses to make such payment forthwith, then any such failure shall be deemed a substantial and material breach of this Agreement, and PRODUCER shall have the right (in PRODUCER's sole discretion), without prejudice to any of its other representationsrights and remedies, warranties or obligations under to: (i) immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (includingii) retain all amounts already paid to PRODUCER by PURCHASER as partial compensation for such anticipatory breach; (iii) receive the full GUARANTEE (or balance thereof) and all other compensation due pursuant to this Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST in connection with the Engagement or the transactions contemplated by this Agreement; and (iv) PRODUCER and ARTIST shall have no further liabilities and/or obligations in connection with the Engagement or the transactions contemplated by this Agreement. For the avoidance of doubt, without limitationin all instances PURCHASER shall remain responsible for all transportation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)accommodations, and such default continues expense reimbursements for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit PRODUCER/ARTIST and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse entourage pursuant to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach terms of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERthis Agreement.

Purchaser Default. (i) If Purchaser defaults in its obligations hereunder fails to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in perform any of its other representations, warranties or obligations under this Agreement which are required to be performed at or prior to the Closing (including, without limitation, the failure payment of the balance of the Purchase Price and the payment of any amounts required to deliver to Escrow Agent be paid by the deliveries specified under Section 6.4 on terms of the date required thereunderTermination Agreements) ("Purchaser Default"), and such default continues for more than ten (10) days after written notice from Sellers’ Representativethen Seller shall have the right, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ as its sole and exclusive remedy for such failure, to terminate this Agreement by delivering written notice thereof to Purchaser’s failure , in which event (x) subject to perform its obligation subsection (y) below, the Xxxxxxx Money shall be retained by Seller as liquidated damages or (y) in the event the Purchaser Default is due to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunderunder Section 5(d)(iii) hereof, the Xxxxxxx Money shall be retained by Seller and Purchaser shall be obligated immediately to pay to Seller an additional Five Million Dollars ($5,000,000.00) as liquidated damages. SELLERS SELLER AND PURCHASER ACKNOWLEDGE AGREE THAT SELLERS’ SELLER'S ACTUAL DAMAGES WOULD BE IN THE EVENT OF A PURCHASER DEFAULT ARE UNCERTAIN AND DIFFICULT TO DETERMINEASCERTAIN, AND THAT THE DEPOSIT XXXXXXX MONEY (OR THE XXXXXXX MONEY PLUS $5,000,000.00, IF SUBSECTION (y) ABOVE IS APPLICABLE) IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYSELLER'S DAMAGES. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER'S INITIALS: /s/ TRR PURCHASER'S INITIALS: /s/ RAL --------------- -------------- (ii) Notwithstanding the foregoing, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASERin the event the Closing hereunder occurs and Purchaser fails to perform an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, BOTH AT LAW AND IN EQUITYthen Seller shall have all rights and remedies at law, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTin equity or under this Agreement, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERincluding, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential damages).

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Additional Deposit (or any other deposit or payment required of Purchaser hereunder except for the Initial Deposit), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the amount of the Deposit allocated to such Property to each Seller, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in its obligation hereunder to deliver the Initial Deposit within two (2) Business Days following the Effective Date, then immediately and without the right to receive notice or to cure pursuant to Section 2.3.3, this Contract shall terminate and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the amount of the Deposit allocated to such Property to each Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder (1) In the event PURCHASER refuses or neglects to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase provide any of the Properties on items herein stated or comply with any provisions hereunder, and/or fails to promptly make any of the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated payments as provided herein and/or fails to proceed with the purchase Engagement and/or fails to furnish PRODUCER or ARTIST with any documentation, tickets or notice or proof thereof as required hereunder, at the times herein specified, then any such failure shall be deemed a substantial and sale material breach of this Agreement and PRODUCER shall have the right (in PRODUCER's sole discretion), without prejudice to any other rights and remedies to: (i) immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (ii) retain all amounts already paid to PRODUCER by PURCHASER as partial compensation for such breach; (iii) receive the full GUARANTEE (or the unpaid balance thereof) plus all other payments and other compensation due pursuant to this Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST in connection with the Engagement or the transactions contemplated by this Agreement; and (iv) PRODUCER and ARTIST shall have no further liabilities and/or obligations in connection with the Engagement or the transactions contemplated by this Agreement. For the avoidance of doubt, in all instances PURCHASER shall remain responsible for all transportation, accommodations, and expense reimbursements for PRODUCER/ARTIST and entourage pursuant to the terms of this Agreement. (2) If, on or before the date of any scheduled engagement, PURCHASER has failed, neglected, or refused to perform any contract with PRODUCER/ARTIST, and/or any contract with any third party rneelacetisnsgarytoforthis Engagement, and/or any other contract with any other performer for any other engagement (whether or not related), or if the financial standing or credit of PURCHASER has been impaired or is in PRODUCER's opinion unsatisfactory, PRODUCER shall have the right to demand payment of the Propertiesfull GUARANTEE and all other compensation due pursuant to this Agreement. If Purchaser defaults PURCHASER fails or refuses to make such payment forthwith, then any such failure shall be deemed a substantial and material breach of this Agreement, and PRODUCER shall have the right (in PRODUCER's sole discretion), without prejudice to any of its other representationsrights and remedies, warranties or obligations under to: (i) immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (includingii) retain all amounts already paid to PRODUCER by PURCHASER as partial compensation for such anticipatory breach; (iii) receive the full GUARANTEE (or balance thereof) and all other compensation due pursuant to this Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST in connection with the Engagement or the transactions contemplated by this Agreement; and ((iivii)) PRODUCER and ARTIST shall have no further liabilities and/or obligations in connection with the Engagement or the transactions contemplated by this Agreement. For the avoidance of doubt, without limitationin all instances PURCHASER shall remain responsible for all transportation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)accommodations, and such default continues expense reimbursements for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit PRODUCER/ARTIST and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse entourage pursuant to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach terms of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERthis Agreement.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase performance of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues and/or covenants hereunder for more than in excess of ten (10) days (such cure period shall not apply to Purchaser’s obligation to close the transaction contemplated in this Agreement on the Closing Date) after written notice from Sellers’ Representativethereof to Purchaser, provided that Sellers are not then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations in default hereunder, Sellers’ sole and exclusive remedy for shall be to terminate this Agreement on notice thereof to Purchaser’s failure , in which event the Deposit shall be delivered to perform its obligation Sellers as liquidated damages. However, Sellers may not enforce such remedy against Purchaser (i) if either of the Sellers is in default under this Agreement, or (ii) unless Purchaser fails to purchase the Properties or any breach cure such default within ten (10) days after receipt of a representation or warranty by written notice from Sellers specifying that Purchaser hereunderis in default. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunderTHE AMOUNT PAID TO AND RETAINED BY SELLERS AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING PROVISIONS SHALL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. SELLERS THE PARTIES HERETO EXPRESSLY AGREE AND PURCHASER ACKNOWLEDGE THAT SELLERS’ ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT IN THE DEPOSIT IS A REASONABLE ESTIMATE EVENT OF SELLERS’ DAMAGES RESULTING FROM 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS THIS SECTION 9.1, SELLERs AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND LIMIT IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO ANY WAY PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERUNDER THIS AGREEMENT.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or curethe right to cure such default, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, Initial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder); (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder; (c) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice ; or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed (d) comply with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or other material obligations under this Agreement (including, without limitation, the Contract and such failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default comply continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller; then, then immediately and without the right to receive notice or to cure pursuant to Section 2.3.3 (except as provided in (d) above) Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.3 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 2.2.2 and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Agreement, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Xxxxxx’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYPROPERTY AND IS NOT A PENALTY BUT IS FULL LIQUIDATED DAMAGES UNDER O.C.G.A.§ 13-6-7. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER. SELLER AND PURCHASER AGREE THAT SELLER’S RETENTION OF THE DEPOSIT IS NOT A PENALTY.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.4 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.2.3, Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If there is a Purchaser defaults in its obligations hereunder Default prior to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase consummation of the Properties on the Closing DateClosing, then, immediately at Sellers’ election and without as Sellers’ exclusive remedy, Sellers may terminate this Agreement by giving written notice or curethereof to Purchaser, in which event Purchaser shall forfeit the Deposit to Sellers and neither party Escrow Agent shall deliver the Deposit to Sellers as liquidated damages (the parties agreeing that (x) Sellers’ losses resulting from a termination due to a Purchaser Default would be obligated difficult to proceed with quantify, and (y) such sum is not a penalty, but rather a reasonable measure of Sellers’ damages resulting from a termination due to a Purchaser Default). SELLERS ACKNOWLEDGE AND AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIMIT THE REMEDIES AVAILABLE TO SELLERS AND SHALL BE SELLERS’ EXCLUSIVE REMEDIES AGAINST PURCHASER HEREUNDER AND BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A PURCHASER DEFAULT PRIOR TO THE CONSUMMATION OF THE CLOSING. For the purchase and sale purposes of this Agreement, the term “Purchaser Default” shall mean the occurrence of either of the Properties. If following: (x) the conditions to Purchaser’s obligations to consummate the Transactions set forth in Article VIII have been satisfied and Purchaser defaults on its obligations under Section 5.3; or (y) Purchaser defaults in any material respect on any of its other representations, warranties or performance obligations under this Agreement (includingor has breached any of the Purchaser’s Representations, without limitation, such default or breach results in the failure to deliver to Escrow Agent closing conditions set forth in Section 8.2 not being satisfied as of the deliveries specified under Section 6.4 on the date required thereunder), Outside Closing Date and such default continues for more than ten or breach is not cured within five (105) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with the terms of Article II and close on the purchase of the Properties on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the amount of the Deposit allocated to such Property to each Seller, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the amount of the Deposit allocated to such Property to each Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertyProperties. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTYPROPERTIES. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or, should Purchaser approve of the feasibility of the Property, the Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to the Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants in any material respect, or otherwise defaults in its obligations hereunder hereunder, then Seller shall give Purchaser written notice of such breach or default on or prior to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately Date and without notice or cure, Purchaser shall forfeit have ten (10) Business Days from the Deposit date of receipt of such notice to cure such breach or default and neither party the Closing Date shall be obligated to proceed with the purchase and sale of the Propertiesextended accordingly. If Purchaser defaults fails to cure such breach or default within such ten (10) Business Day period, then Seller shall be entitled to terminate this Agreement by giving written notice thereof to Purchaser, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any of its other representations, warranties further rights or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit isAgreement, except for Purchaserany obligations that expressly survive termination, except that Seller shall have the right to pursue an action against Purchaser for Seller’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach actual damages suffered on account of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunderunder Sections 5.1.5, 12.2, and 15.17 of this Agreement; provided, however, nothing contained herein shall entitle Seller to consequential or punitive damages or any other sums in excess of Seller’s actual damages. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINEThe foregoing part of this Section 11.3 to the contrary notwithstanding, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERPurchaser shall not be entitled to any notice and right to cure with respect to those matters to be performed by Purchaser on the Closing Date and as a part of the Closing.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositDeposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, upon Seller’s termination of this Contract but subject to the provisions of the following paragraph, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then upon Seller’s termination of this Contract but subject to the provisions of the following paragraph, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER. Seller and Purchaser hereby agree that it is not appropriate for Seller to retain the Deposit as liquidated damages for a default by Purchaser occurring prior to the expiration of the Feasibility Period. In this regard and notwithstanding any other provision of this Contract to the contrary, if Seller terminates this Contract as a result of a Purchaser default occurring prior to the expiration of the Feasibility Period, Seller shall be entitled to the amount of the Deposit attributable to (i) Seller’s actual damages resulting from Purchaser’s default(s) under this Contract, and (ii) any amounts due with respect to Purchaser’s express indemnity obligations in Sections 3.4.1 and 9.1.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Sellers the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not and close on the purchase of the Properties on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Applicable Share of the Deposit to each Seller, which, except for Purchaser's indemnity and confidentiality obligations hereunder, shall be Sellers' sole remedy at law or in equity against Purchaser, and neither party shall be obligated to proceed with the purchase and sale of the Properties. If If, Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ ' Representative, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Applicable Share of the Deposit to each Seller, which, except for Purchaser's indemnity and confidentiality obligations hereunder, shall be Sellers' sole remedy at law or in equity against Purchaser, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ ' sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers expressly waive the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ ' DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ ' DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ ' EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults is in its default of one or more of Purchaser’s obligations hereunder under this Agreement other than a failure to timely close (afor which there shall be no notice and cure period), then Seller may give notice to Purchaser (with a copy to Title Company) deliver specifying the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase nature of the Properties on default. Purchaser shall have five (5) Business Days after receiving that notice, but in no event beyond the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated within which to proceed with the purchase and sale of the Propertiescure that default. If Purchaser defaults in any of its other representationsfails to cure that default within that period, warranties or obligations under then Seller’s sole remedy for such default shall be to terminate this Agreement by giving notice of such termination to Purchaser (includingwith a copy to Title Company) and receive the Deposit as liquidated damages. If Seller does so terminate this Agreement, without limitationthen Title Company shall pay the Deposit to Seller. Purchaser agrees that the retention of the Deposit by Seller represents a reasonable estimation as of the Effective Date of Seller’s damages in the event of Purchaser’s default hereunder, the failure that actual damages would be impracticable or extremely difficult to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)ascertain, and such default continues that the provision for more than ten (10) days after written notice from Sellers’ Representativeliquidated damages hereunder does not constitute a penalty. The parties acknowledge that these damages have been specifically negotiated between themselves and are, then among other things, to compensate Seller for taking the Property off the market, for Seller’s costs and expenses associated with this Agreement and for Seller’s lost opportunity costs. Purchaser shall forfeit hereby waives the rights and benefits of any law, rule, regulation, or order now or hereafter existing that would allow Purchaser to claim a refund of the Deposit and neither party as unearned xxxxxxx money, a penalty, or for any other reason. If, notwithstanding the provisions herein, a court determines that Seller is not entitled to retain the Deposit as a result of Purchaser’s default hereunder, Seller shall be obligated entitled to proceed with seek any and all damages provided by law; provided, however, that any recovery thereof may not exceed the purchase and sale amount of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERDeposit.

Purchaser Default. If The parties acknowledge and agree that if Purchaser materially breaches any of its representations or warranties or fails to perform any of its covenants in any material respect and as a result thereof fails to close as required by this Agreement, it would be extremely difficult to ascertain the extent of the actual detriment each Seller would suffer as a result of such breach or failure. Consequently, if Purchaser materially breaches any of its representations or warranties, fails to perform any of its covenants in any material respect or otherwise materially defaults in its obligations hereunder and as a result thereof fails to close as required by this Agreement, and such breach or failure shall continue for a period of fifteen (a15) deliver Business Days after written notice thereof from Seller specifying to which Facility the Deposit, or default applies and the specific nature of the default (b) other than a failure to deliver the Purchase Price upon satisfaction of Purchaser’s Conditions Precedent for each Property which no cure period shall be given), then Seller’s sole and exclusive remedy at law or in equity shall be either to (i) terminate this Agreement in its entirety and retain the time required by Section 2.2.4 andDeposit as fixed, agreed and liquidated damages and not as a resultpenalty, does if Purchaser’s default is not close on limited to a specific Facility or specific Facilities or (ii) terminate this Agreement only as to the purchase specific Facility as to which Purchaser is in default, by giving written notice thereof to Purchaser prior to the Closing, in which event an amount equal to the amount of Deposit allocable to the Facility which is the subject of such default of Purchaser shall be paid to Sellers as fixed, agreed and liquidated damages and not as a penalty, and after the payment of such portion of the Properties on the Closing DateDeposit to Sellers, then, immediately and without notice or cure, neither Sellers nor Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in will have any of its other representations, warranties further rights or obligations under this Agreement (including, without limitation, the failure with respect to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit isFacility, except for any obligations that expressly survive termination. Sellers hereby waive any right to action for specific performance of Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDERunder this Agreement.

Purchaser Default. If Purchaser defaults in on its obligations hereunder to (a) deliver the DepositInitial Deposit or Additional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not in accordance with Article II and close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER. FURTHER, THE LIQUIDATED DAMAGE PROVISIONS OF THIS SECTION WILL NOT ACT TO LIMIT THE AMOUNT OF DAMAGES RECOVERABLE BY SELLER AGAINST PURCHASER UNDER A.R.S. §§ 12 1103, 12 1191, 33 420, OR 33 713, OR RECOVERABLE BY SELLER AGAINST PURCHASER IN THE EVENT THAT PURCHASER IMPROPERLY RECORDS A LIS PENDENS OR OTHER DOCUMENT OR INSTRUMENT AGAINST THE PROPERTY.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver to Seller the Depositdeliveries specified under Section 5.3 on the date required thereunder, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not 1.2(d) and close on the purchase of the Properties Property on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Agreement, and such default continues for more than ten (10) days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit, and Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ Seller’s sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS The foregoing notwithstanding, no right to cure shall extend the Closing Date. SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 9.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 2.2.5 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

Purchaser Default. If Purchaser defaults in its obligation hereunder to deliver the Initial Deposit this Agreement shall be null and void, and neither party shall have any further obligation or liability to the other, except for Purchaser's indemnity and confidentiality obligations hereunder. If Purchaser defaults in its obligation hereunder to (a) deliver the DepositAdditional Deposit (or any other deposit or payment required of Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (bc) deliver the Purchase Price for each Property at the time in accordance with Article II and do all things required by Section 2.2.4 and, as a result, does not of Purchaser under this Agreement to close on the purchase of the Properties Property on the Closing Date, then, immediately and without the right to receive notice or cureto cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit on deposit with the Escrow Agent, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the PropertiesProperty. If Purchaser defaults in on any of its other representations, warranties or other obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder)Contract in any material adverse way, and such default continues for more than ten (10) 10 days after written notice from Sellers’ RepresentativeSeller, then Purchaser shall forfeit the Deposit on deposit with the Escrow Agent, and the Escrow Agent shall deliver the Deposit to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes is liquidated damages and recourse to the Deposit is, except for Purchaser’s 's indemnity and confidentiality obligations hereunder, Sellers’ Seller's sole and exclusive remedy for Purchaser’s 's failure to perform its obligation to purchase the Properties Property or any breach of a representation or warranty by Purchaser hereunderwarranty. Sellers Seller expressly waive waives the remedies of specific performance and additional damages for any such default by Purchaser hereunderPurchaser. SELLERS AS AUTHORIZED BY RCW 64.04.005, IN THE EVENT PURCHASER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY DEPOSIT MADE BY PURCHASER SHALL BE FORFEITED TO SELLER AS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE.. SELLER AND PURCHASER ACKNOWLEDGE THAT SELLERS’ SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT ON DEPOSIT WITH ESCROW AGENT IS A REASONABLE ESTIMATE OF SELLERS’ SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERSSELLER, AND SHALL BE SELLERS’ SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S 'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.