Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. If12.1 If the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or prior non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to Closingdo so: 12.1.1 to cancel this agreement, for any retake possession of the Unit and claim all damages suffered by reason ------------------- of the Purchaser's breach of contract; or 12.1.2 to claim specific performance or immediate payment of the purchase price, interest and all other than termination hereof pursuant to amounts as may be payable by the Purchaser in terms of this agreement. 12.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right granted of occupation through the Purchaser, shall forthwith be obliged to Purchaser hereunder vacate the Unit and to do so deliver it to the Seller. No lease or because other right of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase occupation in favour of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect be created or come into existence by virtue of this agreement. 12.3 If the Purchaser disputes the Seller's right to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closingcancel this agreement, then Sellerpending the determination of such dispute, as its sole and exclusive remedy, the Purchaser shall have be obliged to continue to pay all amounts payable by him in terms of this agreement on the right to terminate this Agreement by giving Purchaser due dates thereof and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 12.4 Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive the Xxxxxxx Money any compensation whatsoever from the Escrow Agent Seller for any alterations, additions or improvements effected to or on the Unit save only as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement otherwise provided by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserlaw.

Purchaser’s Default. If, at or prior If Purchaser defaults in its obligation to Closing, for any reason ------------------- other than termination hereof pursuant proceed to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to Closing in accordance with this Agreement, or (ii) Purchaser shall otherwise fail if any condition set forth in any material respect Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior proceed to Closing, any representation or warranty made by or on behalf and if such default is not cured and/or such condition is not satisfied within fifteen (15) days after Seller has given Purchaser written notice of Purchaser herein shall have been materially incorrect when made or when ratified at Closingthe same, then Seller, as its sole and exclusive remedy, Seller shall have the right to terminate this Agreement by giving written notice to Purchaser, and upon such termination Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Escrow Agent written notice thereofAdjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, in which event if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further rights, duties obligations or obligations hereunder (except liabilities to the extent other party under this Agreement may specifically provide Agreement, except for obligations that expressly survive termination of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the survival amount of certain obligations the Deposit, together with the amount, if any, of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller and Purchaser hereby acknowledging that waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the amount of damages resulting from breach described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserAgreement.

Purchaser’s Default. IfIn the event that the Purchaser is in default with respect to any of his or her obligations contained in this Agreement (other than paragraph 2(d) hereof) or in the Occupancy Licence on or before the Title Transfer Date and fails to remedy such default forthwith, if such default is a monetary default and/or pertains to the execution and delivery of documentation required to be given to the Vendor on the Occupancy Date or the Title Transfer Date, or within five (5) days of the Purchaser being so notified in writing with respect to any other non-monetary default, then the Vendor, in addition to (and without prejudice to) any other rights or remedies available to the Vendor (at law or in equity) may, at its sole option, unilaterally suspend all of the Purchaser’s rights, benefits and privileges contained herein (including without limitation, the right to make colour and finish selections with respect to the Unit as hereinbefore provided or contemplated), and/or unilaterally declare this Agreement and the Occupancy Licence to be terminated and of no further force or effect. All monies paid hereunder (including the deposit monies paid or agreed to be paid by the Purchaser pursuant to this Agreement which sums shall be accelerated on demand of the Vendor), together with any interest earned thereon and monies paid or payable for extras or upgrades or changes ordered by the Purchaser, whether or not installed in the Unit, shall be forfeited to the Vendor. The Purchaser agrees that the forfeiture of the aforesaid monies shall not be a penalty and it shall not be necessary for the Vendor to prove it suffered any damages in order for the Vendor to be able to retain the aforesaid monies. The Vendor shall in such event still be entitled to claim damages from the Purchaser in addition to any monies forfeited to the Vendor. The aforesaid retention of monies is in addition to (and without prejudice to) any other rights or remedies available to the Vendor at law or in equity. In the event of the termination of this Agreement and/or the Occupancy Licence by reason of the Purchaser’s default as aforesaid, then the Purchaser shall be obliged to forthwith vacate the Unit (or cause same to be forthwith vacated) if same has been occupied (and shall leave the Unit in a clean condition, without any physical or cosmetic damages thereto, and clear of all garbage, debris and any furnishings and/or belongings of the Purchaser), and shall execute such releases and any other documents or assurances as the Vendor may require, in order to confirm that the Purchaser does not have (and the Purchaser hereby covenants and agrees that he/she does not have) any legal, equitable or proprietary interest whatsoever in the Unit and/or the Property (or any portion thereof) prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because the completion of an uncured default by Seller (i) Purchaser refuses or fails to consummate this transaction and the purchase payment of the Hotel entire Purchase Price to the Vendor or the Vendor’s solicitors as hereinbefore provided, and in the event the Purchaser fails or refuses to execute same, the Purchaser hereby appoints the Vendor to be his or her lawful attorney in order to execute such releases, documents and assurances in the Purchaser’s name, place and stead, and in accordance with the provisions of the Powers of Attorney Act or the Substitute Decisions Xxx, 0000, as amended, the Purchaser hereby declares that this power of attorney may be exercised by the Vendor during any subsequent legal incapacity on the part of the Purchaser. In the event the Vendor’s Solicitors or an Escrow Agent is/are holding any of the deposits in trust pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of default as aforesaid, the Purchaser hereby releases the said solicitors or Escrow Agent from any default by obligation to hold the deposit monies, in trust, and shall not make any claim whatsoever against the said solicitors or Escrow Agent and the Purchaser under this Agreement due hereby irrevocably directs and authorizes the said solicitors or Escrow Agent to a breach after Closing or any termination hereof of any covenant or indemnity which survives deliver the Closing or any termination hereofsaid deposit monies and accrued interest, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when madeany, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserVendor.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or If the sale and purchase of the Property contemplated by this Agreement is not consummated because of an uncured Purchaser’s default, failure or refusal to perform hereunder, Seller shall be entitled, as its sole and exclusive remedy hereunder, to payment of the Xxxxxxx Money as full and complete liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default. Seller’s receipt of the Xxxxxxx Money, to the extent paid, is intended not as a penalty, but as full liquidated damages. The right to retain such sums as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (i) Purchaser refuses or fails to consummate the purchase for specific performance of the Hotel pursuant to this Agreement, or (ii) to recover actual damages in excess of such sums. Purchaser shall otherwise fail in hereby waives and releases any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement (and hereby covenants that it shall not) xxx Seller to seek or claim a refund of such sums (or any part thereof) on the grounds that such amount is unreasonable in amount and exceeds Seller’s actual damages or that the retention of such sums by giving Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. No partner, member in or agent of Purchaser, nor any advisor, manager, member, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any corporation or trust that is or becomes a partner in Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rightspersonal liability, duties directly or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damagesindirectly, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with this Agreement or any agreement made or entered into under or pursuant to the transaction contemplated herein was materially incorrect provisions of this Agreement, or breached when madeany amendment or amendments to any of the foregoing made at any time or times, Seller shall have any and all rights and remedies available at law heretofore or hereafter, or in equity by reason of such defaultor with respect to any document, agreement or instrument delivered at Closing. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except Notwithstanding anything contained herein to the extent contrary, the terms of this Agreement may specifically provide for the survival of certain obligations of Purchaser), Subsection 12.2 shall survive Closing and the Letter delivery of Credit shall be returned to Purchaserthe Deed and termination of this Agreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or If the sale contemplated hereby is not consummated because of an uncured a default by Seller (i) Purchaser refuses or fails in its obligation to consummate purchase the purchase Property in accordance with the terms of the Hotel pursuant to this Agreement, or and if such default is not cured within ten (ii10) days from written notice thereof from Seller to Purchaser (except such notice shall otherwise fail not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall Section 6.1 have been materially incorrect when made or when ratified at Closingsatisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then Seller, as its sole and exclusive remedy, shall have the right to terminate then: (a) this Agreement by giving Purchaser and shall automatically terminate; (b) the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller Deposit shall be entitled paid to receive the Xxxxxxx Money from the Escrow Agent and retained by Seller as liquidated damages, ; and (c) Seller and Purchaser hereby acknowledging shall have no further obligations to each other, except those obligations that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to survive a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereofby its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when madeTHAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soAT LAW AND IN EQUITY, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserFOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to If Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant and sale contemplated herein after all conditions precedent to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect Purchaser’s obligation to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall do so have been materially incorrect when made satisfied or when ratified at Closingwaived by Purchaser, then Title Company shall pay the Deposit to Seller in accordance with the Escrow Instructions, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, as its sole and exclusive remedy, shall have the right to terminate whereupon this Agreement by giving Purchaser shall terminate and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties obligations or obligations hereunder (except liabilities to the extent this Agreement may specifically provide other party, except for those expressly stated to survive the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach termination of this Agreement by Purchaser would be difficult or impossible accurately to ascertainAgreement. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, and the Title Company shall immediately deliver the Letter of Credit to SellerAND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. Notwithstanding the foregoingTHE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

Purchaser’s Default. IfIf Purchaser defaults under this Contract and such default continues uncured for a period of five (5) business days after Seller gives Purchaser written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at or prior to ClosingClosing and the same shall immediately allow Seller’s remedies), for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) then Purchaser shall otherwise fail be in any material respect to perform any of its material obligations.or agreements as breach and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein Seller shall have been materially incorrect when made or when ratified at Closing, then Sellerbe entitled, as its Seller’s sole and exclusive remedy, shall have the right to terminate this Agreement Contract by giving Purchaser and the Escrow Agent written notice thereofto Purchaser before Purchaser has in fact cured such default, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and whereupon Seller shall be entitled to receive the Xxxxxxx Money from Deposit and the Escrow Agent as liquidated damages, shall deliver the Xxxxxxx Money Deposit to Seller. Seller and Purchaser hereby acknowledging acknowledge and agree that delivery of the amount of Xxxxxxx Money Deposit shall be deemed liquidated damages resulting from for Purchaser’s breach of this Agreement by Purchaser would be difficult or impossible accurately Contract, it being further agreed that the actual damages to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, Seller in the event of any default by Purchaser such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Agreement due Contract nor to a breach after Closing seek or otherwise collect any termination hereof of any covenant or indemnity which survives the Closing or any termination hereofactual, out-of-pocket, lost profit, punitive, consequential, treble, or if Seller shall discover after Closing that any warranty other damages from or representation made by Purchaser herein or in connection with against Purchaser; provided, however, that, notwithstanding the transaction contemplated herein was materially incorrect or breached when madeforegoing, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide additionally enforce Purchaser’s liability for the survival of certain indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser), and ’s obligations under this Contract or the Letter of Credit shall documents to be returned to Purchaserdelivered at the Closing.

Purchaser’s Default. If, If at or any time following the expiration of the Inspection Period and prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail perform in any material respect to perform any of its material obligations.or agreements as and when required hereundercovenants or obligations under this Agreement (and, if such failure is other than a failure to deliver Purchaser’s Closing Deliveries (for which there shall be no notice or ifcure period), at or prior Purchaser fails to Closing, any representation or warranty made cure such condition failure within five (5) days after written notice of such failure is delivered by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingSeller to Purchaser) (a “Purchaser’s Default”), then SellerSeller may elect, as its sole and exclusive remedy, shall have the right to (a) terminate this Agreement by giving Purchaser and the Escrow Agent providing written notice thereofto Purchaser, in which event neither party shall have any further rights, duties or obligations hereunder (except to case the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller Deposit shall be entitled disbursed to receive the Xxxxxxx Money from the Escrow Agent Seller as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertainin accordance with Section 3.2.5, and the Title Company Parties shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser have no further rights or obligations under this Agreement due Agreement, except those which expressly survive such termination or (b) waive such default and proceed to a breach after Closing without any reduction in or any termination hereof of any covenant or indemnity which survives setoff against the Closing or any termination hereofPurchase Xxxxx.XX NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT MEMBERS, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when madePARTNERS, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soSHAREHOLDERS, then neither party shall have any further rightsOWNERS OR AFFILIATES, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser)ANY OFFICER, and the Letter of Credit shall be returned to PurchaserDIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to If Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of and sale contemplated herein by the Hotel pursuant Closing Date after all conditions precedent to this AgreementPurchaser's obligation to do so have been satisfied or waived by Purchaser, or (ii) if Purchaser shall otherwise fail in any material respect fails to perform any of its material obligations.or agreements obligations as and when required hereunder, or ifEscrow Agent shall pay the Deposit to Seller in accordance with the Escrow Instructions, at or prior as full and complete liquidated damages (provided, however, that if Purchaser disputes Seller’s right to Closing, any representation or warranty made by or on behalf the Deposit and Seller commences an action in a court of Purchaser herein shall have been materially incorrect when made or when ratified at Closingproper jurisdiction in order to recover the Deposit, then if Seller is the prevailing party in any such action, Seller shall also be entitled to a reimbursement by Purchaser of Seller's attorneys’ fees and out-of-pocket costs in connection with such action), as the exclusive and sole right and remedy of Seller, as its sole and exclusive remedy, shall have the right to terminate whereupon this Agreement by giving Purchaser shall terminate and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties obligations or obligations hereunder (except liabilities to the extent other party except for those expressly stated to survive the termination of this Agreement may specifically provide for Agreement. Except for, and in consideration of, the survival foregoing pre-Closing remedies of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damagesSeller, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of waives any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and other remedies available at law or in equity by reason of such default. If Purchaser terminates equity, specifically excluding, if the Closing does occur, those indemnities set forth in this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserthat expressly survive Closing.

Purchaser’s Default. If, at or prior to Closing, for Seller’s Remedy. The occurrence of any reason ------------------- other than termination hereof pursuant to of the following events shall constitute a right granted to Purchaser hereunder to do so or because default under the terms of an uncured default by Seller this Agreement: (i) If the Purchaser refuses or is not in substantial compliance with its obligations under this Agreement, and if the Purchaser fails to consummate make a diligent effort to remedy such default within a period of thirty (30) days after written notice thereof from the Seller specifying the respects in which it is at fault so that the Purchaser is again in substantial compliance with such obligations, the Seller may, at the end of such period, terminate this Agreement by giving written notice to the Purchaser of such termination. (ii) The Purchaser intentionally provides invalid or inaccurate material with regard to any warranty or representation of the Purchaser in this Agreement. Additionally, Purchaser intentionally providing inaccurate or incomplete contracts or schedules. Notwithstanding the foregoing, before such action or omission shall be deemed a default hereunder, the Seller shall give the Purchaser notice of the material it deems inaccurate or invalid and the Purchaser shall have thirty (30) days after receipt of such notice to provide additional information to rectify the inaccuracy. (iii) Any act or default by the Purchaser that gives rise to a valid claim of lien against the Property, which lien the Purchaser fails to have bonded off in accordance with statute or otherwise removed from the Property within sixty (60) days after receipt of notice of the lien by the Purchaser. In lieu of bonding off such lien, if applicable, the Purchaser may take any and all steps that it deems appropriate to contest the validity of the lien or claim provided that such proceedings cause the lien to be removed from the Property during the pendency of the proceedings to resolve such claim or lien. (iv) Failure of the Purchaser to comply with all governmental regulations and federal programs to the extent applicable to the Purchaser and Purchaser’s interest in the Property. (v) In the event Seller performs all of its obligations hereunder and all of the conditions precedent to Purchaser’s obligations to close hereunder have been satisfied or waived and Purchaser fails to close on the purchase of the Hotel pursuant Property as provided herein, or fails to comply with any conditions precedent to closing contained in this Agreement, or (ii) Purchaser shall otherwise fail then after the notice and cure periods provided in any material respect to perform any of its material obligations.or agreements as and when required hereunderthis Agreement, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein the Seller shall have been materially incorrect when made or when ratified at Closingthe right to declare this Agreement terminated and to pursue any other remedies available to it. (vi) In the event Purchaser fails to cure such breach as set forth in (i) through (v), above, beyond any applicable notice and cure periods, then Seller, as its sole and exclusive remedy, shall have the right to may terminate this Agreement by giving Purchaser and the Escrow Agent delivery of written notice thereofto Purchaser. In such event, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, shall be delivered to Seller and Purchaser hereby acknowledging that the amount of retained by Seller as full liquidated damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event lieu of any default by Purchaser under this Agreement due other claims or causes of action which may be available to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser default hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to by Purchaser; the extent this Agreement foregoing amount being agreed upon as liquidated damages by the parties hereto because of the difficulty of ascertaining the actual damages Seller may specifically provide for the survival of certain obligations suffer by reason of Purchaser), and the Letter 's breach of Credit shall be returned to Purchaserthis Agreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to 13.1 If the Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate pay on due date any amount which the purchase Purchaser may in terms hereof be obliged to pay, or commits any other breach of any of the Hotel pursuant to terms and conditions of this Agreement, agreement (or (ii) Purchaser shall otherwise fail in any material respect to perform of any of its material obligations.or agreements as the rules and when required hereunderregulations to which the Purchaser is subject in respect of the land and/or building, including the section), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or if, at or prior to Closing, any representation or warranty made by or on behalf non-payment within seven days of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent receipt of written notice thereofper email, facsimile or delivery by hand calling upon the Purchaser so to do:- 13.1.1 to cancel this agreement, retake possession of the unit and:- 13.1.1.1 claim all damages suffered by reason of the Purchaser's breach of contract, in which event neither party shall have any further rightsevent, duties or obligations hereunder (except to pending the extent this Agreement may specifically provide for determination of such damages, the survival of certain obligations of Purchaser) and Seller shall be entitled to receive retain in pledge, as security for the Xxxxxxx Money from due payment by the Escrow Agent Purchaser of such damages, all amounts paid including to the conveyancers, by the Purchaser in terms of this agreement, and immediately the Seller's claim for damages is established, set off and credit against such damages the aforesaid amounts retained by the Seller, provided that should such retained amounts exceed the damages so due to the Seller, the Seller shall refund the excess to the Purchaser, but, that should the said damages exceed the said amounts retained, the Purchaser shall be obliged to pay the amount of the shortfall to the Seller on demand; or including, but not limited to, the conveyancers wasted fees 13.1.1.2 claim payment of all arrear payments determined by the Recommended Tariff of the Legal Practice Council which amount is stated on annexure “E” and retain all payments including the deposits, already made by the Purchaser to the Seller, including to the conveyancers, prior thereto, as a penalty or as liquidated damages; or 13.1.2 to claim immediate payment of the full balance of the purchase price, Seller interest and all other amounts payable by the Purchaser hereby acknowledging that the amount of damages resulting from breach in terms of this Agreement by agreement. 13.2 If this agreement is cancelled as hereinbefore provided, the Purchaser would and all persons claiming a right of occupation through the Purchaser, shall forthwith be difficult or impossible accurately obliged to ascertain, vacate the unit and to deliver it to the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event same condition in which it was delivered. No lease or other right of any default occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 13.3 If the Purchaser under disputes the Seller's right to cancel this Agreement agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due to a breach after Closing or any termination hereof of any covenant or indemnity which survives dates thereof and the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all be entitled to accept such payments without prejudice to its rights and remedies available at law or in equity by reason of such defaultcancellation as aforesaid. If Purchaser terminates this Agreement pursuant such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except been paid to the extent Seller prior to cancellation. 13.4 Should this Agreement may specifically provide agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchasersection save only as otherwise provided by law.

Purchaser’s Default. If, on the scheduled Closing Date the conditions precedent to Purchaser’s obligation to purchase have been satisfied and either Purchaser fails to deliver the balance of the Purchase Price in accordance with Section 11.2.1, or fails to deliver any of the documents and instruments required by the terms of Section 11.2 that continues for two (2) Business Days after notice (any such default, a “Purchaser Closing Default”), then Seller shall have the right to elect as its sole and exclusive remedy with respect to such Purchaser Closing Default, to (a) receive the Deposit from the Escrow Agent as its sole and exclusive remedy at law and in equity and thereupon this Agreement shall be terminated and neither Seller nor Purchaser shall have any further rights or prior obligations hereunder except those which expressly survive such termination, or (b) waive the default or breach and proceed to Closingclose the transaction. The foregoing remedy shall be Seller’s sole and exclusive remedy for Purchaser’s Closing Default, it being understood and agreed between Purchaser and Seller that the amount of the Deposit shall be agreed liquidated damages for a Purchaser’s Closing Default hereunder due to the difficulty, inconvenience and uncertainty of ascertaining actual damages for such breach or default. Seller hereby waives any reason ------------------- and all other than termination hereof pursuant rights and remedies at law, in equity, by statute, regulation or otherwise as a result of a Purchaser’s Closing Default hereunder. If, on or before the scheduled Closing Date, Purchaser is in default of any of its obligations hereunder, in any material respect, or any of Purchaser’s representations or warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, and any such circumstance continues for five (5) Business Days after written notice (which written notice shall detail such default or breach), Seller’s sole remedy with respect to a right granted to Purchaser hereunder to do so or because of an uncured such default by Seller Purchaser in its material obligations under this Agreement that is not a Purchaser Closing Default (a “Pre-Closing Default”), shall be either to (i) receive the Deposit from the Escrow Agent as its sole and exclusive remedy at law and in equity and thereupon this Agreement shall be terminated and neither Seller nor Purchaser refuses shall have any further rights or fails to consummate the purchase of the Hotel pursuant to this Agreementobligations hereunder except those which expressly survive such termination, or (ii) Purchaser shall otherwise fail in any material respect waive the Pre-Closing Default and proceed to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have close the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchasertransaction.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent Agreement as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to (a) The following events shall constitute "Purchaser hereunder to do so or because of an uncured default by Seller Defaults:" (i) Purchaser refuses shall fail to pay all or fails to consummate the purchase any portion of the Hotel pursuant to this Agreement, or Minimum Payments when due. (ii) Purchaser shall otherwise fail to perform any terms, covenants or agreements contained in this Agreement or in any other document or instrument executed or delivered in connection herewith, including Purchaser's obligation to pay the Purchase Price (on the payment terms set forth in Section 4 above) for Media Advertising provided pursuant to the Media Plan, and any such failure to perform shall remain uncured for a period of thirty (30) days from Purchaser's receipt of written notice of such failure to perform. (iii) Any representation or warranty of Purchaser in this Agreement or in any other document or instrument executed or delivered in connection herewith shall have been false in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect upon the date when made or when ratified at Closingdeemed to have been made or repeated. (iv) The occurrence of any default in the payment or performance, then Sellerand the subsequent acceleration, of any debt or other obligations owed by Purchaser to any other person or entity unaffiliated with IVC or Icon with an outstanding principal balance in excess of $5,000,000. (v) Purchaser shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as its sole and exclusive remedythey mature or become due, or shall have petition or apply for the right appointment of a trustee or other custodian, liquidator or receiver of Purchaser or of any substantial part of Purchaser's assets or shall commence any case or other proceeding relating to terminate this Agreement by giving Purchaser under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against Purchaser and such filing, case or proceeding shall not have been bonded against, vacated or dismissed within forty-five (45) days of its effective date. (b) Upon the Escrow Agent occurrence of a Purchaser Default, IVC may, at its option, upon written notice thereofand demand to Purchaser, declare all Minimum Payments to be immediately due and payable in which event full, whereupon IVC's and Icon's obligations to supply the Media Advertising set forth in the Pro Forma Media Purchase Plan shall thereupon terminate, and neither party IVC nor Icon shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserAgreement.

Purchaser’s Default. IfSeller and Purchaser hereby direct the listing company, _________ _____________________________________________________________________________________, to hold the xxxxxxx money in trust until this Contract has been accepted and signed by all parties, at which time the xxxxxxx money will be promptly deposited into the escrow account of the listing company. In the event Purchaser fails to carry out and perform the terms of this Contract, the xxxxxxx money shall be forfeited as liquidated damages at the option of Seller, provided Seller agrees to the cancellation of this Contract. If this Contract does not close and the xxxxxxx money is to be turned over to Seller or prior refunded to Closing, for any reason ------------------- other than termination hereof Purchaser pursuant to this Contract, Seller and Purchaser agree to executed a right granted written release to the listing company affirming the proper disposition of the xxxxxxx money. In the event both Seller and Purchaser hereunder to do so claim the xxxxxxx money, or because of an uncured default by either Seller (i) or Purchaser refuses or fails to consummate execute a release, the purchase listing company may interplead the disputed portion of the Hotel pursuant to this Agreementxxxxxxx money into court, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money deduct or recover from the Escrow Agent xxxxxxx money for court costs, attorneys fees and other expenses relating to the interpleader. When the xxxxxxx money is a check and the check is returned by a financial institution as liquidated damagesunpaid, Seller and has the right to void the Contract without further recourse on the part of Purchaser. Commercial Sales Agreement Page 2 of 5 1093134 v2 Birmingham Association of REALTORS®, Inc. CONVEYANCE: Xxxxxx agrees to convey the Property to Purchaser hereby acknowledging that the amount by ______________________ warranty deed, free of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertainall encumbrances except as herein set forth, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing Xxxxxx agrees that any warranty encumbrances not herein excepted or representation made assumed will be cleared at the time of closing. The Property is sold and is to be conveyed subject to: (i) mineral and mining rights not owned by Purchaser herein Seller; (ii) existing leases and tenant escrow deposits that are to be transferred to Purchaser, subject to any present management and or rental commission agreements thereon; (iii) present zoning classification of _____________________________; (iv) is [ ] is not [ ] unknown [ ] located in connection with a flood plain; and (v) unless otherwise agreed herein, subject to utility easements serving the transaction contemplated herein was materially incorrect or breached when madeProperty, Seller shall have any subdivision covenants and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser)restrictions, and building lines of record, provided that none of the Letter foregoing materially impair use of Credit shall be returned to Purchaserthe Property for its intended purposes.

Purchaser’s Default. IfIf Purchaser shall default hereunder (including, at without limitation, a default hereunder based on a breach by Purchaser of Purchaser’s representations and warranties set forth in Section 11.2 that would prevent Purchaser from purchasing the Property in accordance with this Agreement) or prior shall fail or refuse to Closing, for any reason ------------------- other than termination hereof pursuant perform its obligation to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate purchase the purchase Property in breach of the Hotel pursuant to terms of this Agreement, and such default or breach shall continue for five (ii5) Business Days following receipt by Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereofthereof from Seller (which five (5) Business Days shall, in which event neither party shall have any further rightsif necessary, duties or obligations hereunder (except automatically extend the Closing Date to the extent this Agreement may specifically provide for the survival expiration of certain obligations of Purchasersuch five (5) and Business Day period), Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of terminate this Agreement by Purchaser would and retain the Downpayment, which retention thereof shall be difficult Seller’s sole and exclusive remedy under this Agreement, at law or impossible accurately in equity, for such breach or default to ascertainclose the transaction contemplated under this Agreement, excepting, however, the Surviving Obligations which shall specifically survive such termination, and the Title Company shall immediately deliver the Letter of Credit Seller’s right to Seller. Notwithstanding the foregoing, bring an action to collect prevailing parties’ fees in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or accordance with Section 31 below in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except dispute relating to the extent this Agreement may specifically provide for disposition of the survival of certain obligations of Purchaser)Downpayment. THE PARTIES HAVE DISCUSSED THE POSSIBLE CONSEQUENCES TO SELLER IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT. THE PARTIES HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER OCCURRING IN THE EVENT OF PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT AND THE PARTIES, and the Letter of Credit shall be returned to PurchaserHAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S MATERIAL DEFAULT HEREUNDER, HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT EQUAL TO THE DOWNPAYMENT DEPOSITED WITH ESCROW AGENT, AND IN THE EVENT THIS TRANSACTION FAILS TO CLOSE DUE TO PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE SAME AS FULLY AGREED LIQUIDATED DAMAGES. SELLER WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST PURCHASER, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE. THE PAYMENT AND RETENTION OF THE DOWNPAYMENT DEPOSITED WITH ESCROW AGENT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON ANY SUCH BREACH OR DEFAULT AND FAILURE TO CLOSE BY PURCHASER HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO RETAIN SUCH DOWNPAYMENT. THE PARTIES AGREE THAT, UNDER THE CIRCUMSTANCES OF THIS TRANSACTION AND THE MARKETPLACE AT THE TIME HEREOF, THIS LIQUIDATED DAMAGES PROVISION IS REASONABLE AND IN ACCORDANCE WITH TENNESSEE LAW.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or If the sale contemplated hereby is not consummated because of an uncured a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller (i) Purchaser refuses has performed or fails to consummate the purchase tendered performance of the Hotel pursuant to all of its material obligations in accordance with this Agreement, or then: (iia) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and shall terminate; (b) the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller Deposit shall be entitled paid to receive the Xxxxxxx Money from the Escrow Agent and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser hereby acknowledging that shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the amount of damages resulting from breach Property in accordance with the terms of this Agreement by and shall not limit the obligations of Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soSections 5.1, then neither party shall have any further rights5.3, duties 9.1, 11.8 or obligations hereunder (except to the extent 11.18 of this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.Agreement. 20 Section 10.3

Purchaser’s Default. If, at or prior to Closing, In the event Purchaser terminates this Purchase Contract following the Feasibility Period for any reason ------------------- other than Seller's default, including any failure of satisfaction of a condition precedent to Purchaser's obligation to close, and Seller's inability to convey title as required by this Purchase Contract, or defaults hereunder prior to the Closing Date and consummation of the Closing does not occur by reason of such termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Purchaser, including any failure of satisfaction of a condition precedent to Seller's obligation to close, Seller (i) and Purchaser refuses or fails agree that it would be impractical and extremely difficult to consummate estimate the purchase damages which Seller may suffer. Therefore, Seller and Purchaser hereby agree that, except as expressly set forth herein and except for the Purchaser's liability under Sections 5.3 and 5.4, provided that Seller has not terminated this Purchase Contract and is not otherwise in default hereunder, the reasonable estimate of the Hotel pursuant to total net detriment that Seller would suffer in the event that Purchaser terminates this Agreement, Purchase Contract or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or defaults hereunder prior to Closing, any representation or warranty made by or on behalf of Purchaser herein the Closing Date is and shall have been materially incorrect when made or when ratified at Closing, then Sellerbe, as its Seller's sole and exclusive remedyremedy (whether at law or in equity), shall have the right to terminate this Agreement by giving Purchaser and receive from the Escrow Agent written notice thereofand retain the full amount of the Deposit. The payment and performance of the above as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the applicable event, in which event except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4, irrespective of the time when the inquiry about such damages may take place. Upon any such failure by Purchaser hereunder, this Purchase Contract shall be terminated, and neither party shall have any further rights, duties rights or obligations hereunder (hereunder, each to the other, except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4 above, and the right of Seller to collect such liquidated damages to the extent this Agreement may specifically provide for the survival of certain obligations of not theretofore paid by Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.12.2

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to If Purchaser hereunder to do so or because of an uncured shall (a) default by Seller (i) Purchaser refuses or fails to consummate in the purchase payment of the Hotel pursuant Purchase Price or if Purchaser shall default in the performance of any of its other obligations to this Agreement, be performed on the Closing Date or (iib) Purchaser shall otherwise fail default in any material respect to perform the performance of any of its material obligations.or agreements as and when required hereunderobligations to be performed prior to the Closing Date and, or ifwith respect to any default under this clause (b) only, at such default shall not be cured on or prior to Closingthe date that is five (5) Business Days after written notice to Purchaser, any representation or warranty made by or on behalf of Purchaser herein Purchaser's attorney and Escrow Agent, then Seller shall have the right to treat this Agreement as having been materially incorrect when made or when ratified at Closing, then breached by Purchaser and Seller, as its 's sole and exclusive remedy, remedy on account of such breach shall have be the right to terminate this Agreement by giving written notice to Purchaser or Purchaser's attorney. Upon such termination (i) Purchaser shall forfeit all rights and claims with respect to the Property pursuant to this Agreement and to the Downpayment and (ii) Escrow Agent written notice thereof, in which event shall promptly remit the Downpayment to Seller as Seller's sole and exclusive remedy for a default by Purchaser; and thereupon neither party shall have any further rights, duties obligations or obligations liabilities hereunder (except to the extent those that expressly survive termination of this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Agreement. Seller and Purchaser hereby acknowledging agree that payment of the amount of Downpayment to Seller shall be deemed to be fair and adequate, but not excessive, liquidated damages resulting from breach of this Agreement by (and not a penalty) based upon the following considerations which Seller and Purchaser agree would be difficult or impossible accurately constitute damages to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of Seller for any default by Purchaser but which are impossible to quantify, to wit: (A) the removal of Seller's leasehold interest in the Property from the real estate market together with the uncertainty of obtaining a new purchaser at the same or greater purchase price; (B) the expenses incurred by Seller, including (but not by way of limitation) attorneys' fees, taxes, mortgage interest, and other items incidental to the maintenance of the Property until it is eventually sold; and (C) all other expenses incurred by Seller as a result of Purchaser's default. Notwithstanding the foregoing the Downpayment is not intended to cap amounts, if any, due Seller in respect of any indemnification from Purchaser that survives termination of or Closing under this Agreement Agreement, including without limitation Purchaser's indemnity under Sections 4 and 26 of this Agreement. In the event of such termination, Purchaser shall immediately destroy or return to Seller for cancellation all due diligence materials, reports and studies delivered to a breach after Closing Purchaser by Seller or any termination hereof broker, agent, representative or employee of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by (without Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaserretaining copies thereof), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. If, at Purchaser shall be in default under this Contract in the event that (1) Purchaser fails or prior refuses to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to complete and execute all of the instruments required of Purchaser hereunder under this Contract promptly or when requested to do so by Seller; or because (2) Purchaser fails to or refuses to make timely payment of an uncured any payments required under this Contract; or (3) Purchaser in any other manner fails to or refuses to perform his obligations under this Contract. In the event of any such default by Purchaser, Seller shall give Purchaser written notice of such default and allow seven (7) days from the date of such notice for Purchaser to cure such default. If Purchaser shall fail to cure such default within such seven (7) day period, Seller shall, and does hereby have, the unrestricted option to: (1) consider Purchaser in default under this Contract; (2) retain the Deposit paid by Purchaser, but in no event more than twenty percent (20%) of the Total Purchase Price, as agreed upon and liquidated damages which amount Purchaser agrees is fair and reasonable and in full settlement of any claim for damages; and, (3) terminate all rights of Purchaser under this Contract and, thereupon, the parties hereto will be released and relieved from all obligations hereunder. The provisions herein contained for liquidated and agreed upon damages are bona fide provisions for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Unit from sale to the general public at a time when other parties would be interested in purchasing the Unit, that Seller will have sustained damages if Purchaser defaults, which damages will be substantial but will not be capable of determination with mathematical precision and, therefore, as aforesaid, the provisions for liquidated and agreed upon damages has been incorporated into this Contract as a provision beneficial to both parties hereto. Purchaser and Seller recognize the impossibility of measuring Seller’s damages if Purchaser defaults. If the amount of Purchaser’s Deposit exceeds twenty percent (20%) of the Total Purchase Price, the excess shall be refunded to Purchaser upon the earlier of (i) Purchaser refuses or fails to consummate the purchase closing of the Hotel pursuant resale of the Unit to this Agreementanother buyer, or (ii) one (1) year from the default by Purchaser. In the event any litigation is commenced as a result of this Contract and Seller prevails in such litigation, Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as also be liable for Seller’s attorneys’ fees and when required hereunder, or if, costs resulting therefrom at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole all trial and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserappellate levels.

Purchaser’s Default. If, at or prior If Purchaser fails to Closing, perform any of Purchaser's obligations under this Agreement for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) the termination of this Agreement by Seller or Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to any right to terminate expressly set forth in this AgreementAgreement (other than this Section), or (ii) Purchaser shall otherwise fail in any material respect Seller's failure to perform any of its material obligations.or agreements as and Seller's obligations when required hereunderto be perfomed under this Agreement, or if, and such default by Purchaser (other than default in performance due at or prior to Closing, any representation for which there is no notice or warranty made cure right) is not cured by the sooner of Closing or on behalf five (5) business days after Seller gives Purchaser written notice of Purchaser herein shall have been materially incorrect when made or when ratified at Closingsuch default, then Seller, as its Seller's sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereofthereof to Purchaser, in which event the Xxxxxxx Money shall be delivered to Seller as liquidated damages free and clear of all rights and claims of Purchaser with respect thereto, and neither party Purchaser nor Seller shall have any further rights or obligations under this Agreement. Seller hereby expressly waives all remedies and causes of action against Purchaser for Purchaser's failure to perform any of Purchaser's obligations at Closing other than the liquidated damages provided for in this Section 12(b), including, without limitation, any right to enforce specific performance of Purchaser's obligations. The foregoing remedies are, however, in addition to Seller's rights, duties as they may exist at law, to obtain injunctive or equitable relief to prevent Purchaser's breach, threatened breach or continued breach of any pre-Closing covenant of Purchaser under this Agreement, but Seller is waiving the right to seek specific performance of Purchaser's obligations hereunder (except to the extent close this Agreement may specifically provide for the survival transaction. Nothing herein shall be construed as a waiver of certain or limit Seller's right to pursue all remedies against Purchaser at law and in equity with respect to Surviving Duties and any post-Closing obligations of Purchaser) and Seller shall be entitled to receive , including, without limitation, Purchaser's obligations under the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserIndemnity Agreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or If (a) the sale contemplated hereby is not consummated because of an uncured a default by Purchaser in its obligation to purchase the Membership Interests in accordance with the terms of this Agreement after Seller has performed or tendered performance of its obligations in all material respects in accordance with this Agreement; or (ib) Purchaser refuses otherwise materially defaults under this Agreement and such default shall continue for ten (10) calendar days after receipt of written notice thereof from Seller, provided that no notice shall be required for a failure to timely participate in Closing or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in make any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDeposit, then as Seller, as its ’s sole and exclusive remedy, shall have the right to Seller may terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereofto Purchaser, in which event neither party shall have any further rights, duties or obligations hereunder (except to whereupon the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller Deposit shall be entitled paid to receive the Xxxxxxx Money from the Escrow Agent and retained by Seller as liquidated damages; and except for the applicable Surviving Obligations, Seller and Purchaser hereby acknowledging shall have no further obligations to each other. The parties hereto, before entering into this Agreement, have been concerned with the fact that substantial damages will be suffered by Seller if Purchaser should materially default under this Agreement. Purchase and Seller acknowledge that the amount of damages resulting from to Seller upon a material breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertaindetermine, that the amount of the Deposit represents the parties’ best and most accurate estimate of the Title Company shall immediately deliver damages that would be suffered by Seller if the Letter transaction should fail to close and that such estimate is reasonable under the circumstances existing as of Credit the Effective Date and under the circumstances that Seller and Purchaser reasonably anticipate would exist at the time of such breach. The parties, having made a diligent endeavor to Seller. Notwithstanding ascertain the foregoing, actual compensatory damages which Seller would suffer in the event of any Purchaser’s material default under this Agreement, hereby agree that the reasonable estimate of said damages is the sum equal to the amount of the Deposit. Therefore, if the sale contemplated hereby shall fail to close because of a default by Purchaser in its obligation to purchase the Membership Interests in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its obligations in all material respects in accordance with this Agreement or Purchaser shall otherwise materially default under this Agreement, Seller shall be entitled to and shall retain the entire Deposit as liquidated damages and as its sole remedy at law or in equity. The amount of the liquidated damages has been established by the parties as the amount of monetary damages Seller will suffer based solely upon a material default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if and Seller shall discover after be entitled to recover no other damages from Purchaser. Notwithstanding anything herein to the contrary set forth in this Agreement, nothing set forth herein shall (a) limit or impair any remedies that may be available to Seller with respect to Purchaser’s obligations or liabilities for any of the applicable Surviving Obligations of Purchaser except as otherwise provided in this Agreement or in the applicable Closing that any warranty or representation made Documents entered into by Purchaser herein and Seller; or (b) be construed to limit Seller’s rights to make a claim against any insurance policy that Purchaser was required to obtain pursuant to Section 5 or that Purchaser otherwise maintains for or in connection with the transaction contemplated herein was materially incorrect either any breaches by Purchaser of its obligations under Section 5.2 or breached when made, Seller shall have any and all rights and remedies available at law or Purchaser’s indemnification obligations set forth in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserSection 5.2.

Purchaser’s Default. If, at or prior If Purchaser fails to Closing, perform any of Purchaser's obligations under this Agreement for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) the termination of this Agreement by Seller or Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to any right to terminate expressly set forth in this AgreementAgreement (other than this Section), or (ii) Purchaser shall otherwise fail in any material respect Seller's failure to perform any of its material obligations.or agreements as and Seller's obligations when required hereunderto be performed under this Agreement, or if, and such default by Purchaser (other than default in performance due at or prior to Closing, any representation for which there is no notice or warranty made cure right) is not cured by the sooner of Closing or on behalf five (5) business days after Seller gives Purchaser written notice of Purchaser herein shall have been materially incorrect when made or when ratified at Closingsuch default, then Seller, as its Seller's sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereofthereof to Purchaser, in which event the Xxxxxxx Money shall be delivered to Seller as liquidated damages free and clear of all rights and claims of Purchaser with respect thereto, and neither party Purchaser nor Seller shall have any further rights or obligations under this Agreement. Seller hereby expressly waives all remedies and causes of action against Purchaser for Purchaser's failure to perform any of Purchaser’s obligations at Closing other than the liquidated damages provided for in this Section 12(b), including, without limitation, any right to enforce specific performance of Purchaser's obligations. The foregoing remedies are, however, in addition to Seller’s rights, duties as they may exist at law, to obtain injunctive or equitable relief to prevent Purchaser’s breach, threatened breach or continued breach of any pre-Closing covenant of Purchaser under this Agreement, but Seller is waiving the right to seek specific performance of Purchaser’s obligations hereunder (except to the extent close this Agreement may specifically provide for the survival transaction. Nothing herein shall be construed as a waiver of certain or limit Seller’s right to pursue all remedies against Purchaser at law and in equity with respect to Surviving Duties and any post-Closing obligations of Purchaser) and Seller shall be entitled to receive , including, without limitation, Purchaser’s obligations under the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserIndemnity Agreement.

Purchaser’s Default. If, at or prior to Closing, (i) Purchaser refuses or fails to consummate the purchase of the Property pursuant to this Agreement for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured a default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this AgreementSeller, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or shall become incorrect in any material respect, or (iii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations as and when ratified at Closingrequired hereunder, then Seller shall give Purchaser and the Title Company written notice specifying the nature of the default, and Purchaser shall have fifteen (15) days from receipt of Seller's notice within which to cure the specified default; provided, however, if at the end of said fifteen (15) day period Purchaser is diligently pursuing the cure of the default but the default has not been cured, Purchaser shall have an additional period not to exceed fifteen (15) days within which to complete the cure of the default. If at the end of the initial fifteen (15) or, if applicable, additional fifteen (15) day period, the default is not still cured, the Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent Title Company written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide provides for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent receive, as liquidated damages, damages (Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible to accurately to ascertain), the Xxxxxxx Money, and the Title Company shall immediately deliver to Seller the Letter of Credit to SellerXxxxxxx Money. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a material breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide provides for the survival of certain obligations of Purchaser), and the Letter of Credit Xxxxxxx Money together with all interest earned thereon shall be returned to Purchaser.

Purchaser’s Default. If, at If the Sellers shall have performed or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of an uncured a default by Seller (i) the Purchaser refuses or fails in its obligation to consummate purchase the purchase Assets in accordance with the terms of the Hotel pursuant to this Agreement, or which default is not cured by the Purchaser within three (ii3) Purchaser shall otherwise fail in any material respect to perform any Business Days after receipt of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closingwritten notice from the Sellers, then Seller, as its sole and exclusive remedy, shall have (a) the right to Sellers may terminate this Agreement by giving written notice to the Purchaser and the Escrow Agent; (b) the Escrow Agent written notice thereof, in which event neither party shall promptly pay the Deposit to the Sellers and the Deposit shall be retained by the Sellers as liquidated damages; (c) the Purchaser shall pay any fees and/or charges of the Escrow Agent for its services as Escrow Agent hereunder and (d) the parties hereto shall have any no further rights, duties liabilities or obligations hereunder (under this Agreement, except to such rights, liabilities and obligations that expressly survive the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach termination of this Agreement by Purchaser would be difficult or impossible accurately to ascertainAgreement. THE PURCHASER AND THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO THE SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, and the Title Company THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND THE SELLERS AGREE THAT EXCEPT FOR MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT, THE SELLERS’ RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SELLERS’ SOLE REMEDY, AT LAW AND IN EQUITY, FOR ANY BREACH BY THE PURCHASER OF THE TERMS OF THIS AGREEMENT. THE SELLERS IRREVOCABLY WAIVE THE RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING THE REMEDIES OF DAMAGES AND SPECIFIC PERFORMANCE. The provisions of this Section 11.2 shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or survive any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserSection 11.2.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements obligations as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified made, then Seller shall give Purchaser and the Title Company written notice specifying the nature of the default, and Purchaser shall have ten (10) days from receipt of Seller's notice within which to cure the specified default. If at Closingthe end of the ten (10) day period the default is still not cured, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent Title Company written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller). Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. IfIn the event of a material default hereunder by Purchaser or if the Closing fails to occur by reason of Purchaser's failure or refusal to perform its obligations hereunder, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by then Seller and/or U S WEST may (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to terminate this Agreement, or except for the Surviving Obligations, by written notice to Purchaser and (ii) Purchaser shall otherwise fail subject to and in any material respect to perform any of its material obligations.or agreements as accordance with the terms and when required hereunderlimitations set forth in Section 14.8 this Agreement, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole initiate and exclusive remedy, shall have the right prosecute actions for specific performance. If Seller and/or U S WEST elects to terminate this Agreement by giving Purchaser pursuant to and in accordance with this Section 13.3 then this Agreement (other than the Escrow Agent written notice thereof, in which event Surviving Obligations) shall be terminated and neither party shall have any further rights, duties obligations or obligations hereunder (liabilities hereunder, except in respect of the Surviving Obligations; PROVIDED, HOWEVER, that except for the Surviving Obligations, if this Agreement is terminated, U S WEST is then entitled to the extent this Agreement may specifically provide for the survival then outstanding balance of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as Money, which shall constitute liquidated damagesdamages for all loss, damage and expenses suffered by Seller and Purchaser hereby acknowledging U S WEST that the amount of do not arise under or in connection with a Surviving Obligation, it being agreed that Seller's and U S WEST's damages resulting from breach of this Agreement by Purchaser would be difficult that do not arise under or in connection with a Surviving Obligation are impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter except as otherwise expressly provided in this Agreement, Seller and U S WEST hereby expressly waive, relinquish and release any other right or remedy available to either of Credit to Seller. Notwithstanding the foregoingthem at law, in equity or otherwise by reason of Purchaser's failure to perform its obligations under this Agreement that do not arise under or in connection with a Surviving Obligation, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO RECOVER CONSEQUENTIAL, PUNITIVE, STATUTORY OR ANY OTHER DAMAGES. Seller and U S WEST expressly represent and affirm that based on numerous factors, including, without limitation, the event negotiations, the unique nature of the Facilities and uncertain market conditions, that make it impossible or extremely difficult to fix the actual damages suffered by Seller and U S WEST on account of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein do not arise under or in connection with a Surviving Obligation, the transaction foregoing liquidated damages clause is a reasonable and enforceable provision of this Agreement. In no event shall Purchaser be entitled to any grace period or notice respecting the requirement on the part of Purchaser to close the transactions contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates under this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except on the Closing Date. Notwithstanding anything to the extent contrary in this Agreement may specifically provide for Section 13.3, the survival of certain obligations of Purchaser), and the Letter of Credit Ongoing Lawsuit shall be returned to Purchaserdismissed in accordance with Section 6.3 of this Agreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof In the event of a Default by Purchaser pursuant to a Article 12 hereof that is not cured within any applicable notice and cure period, DEVELOPER shall, without prejudice to any other right granted or remedy available at law or in equity, have the right to Purchaser hereunder to do so elect any or because all of an uncured default by Seller the remedies set forth below. In any case, (i) Purchaser refuses or fails DEVELOPER will be entitled to consummate full payment for services provided up to the purchase time of the Hotel said Default pursuant to this Agreement, or ; (ii) any Segments that have been conveyed to Purchaser shall otherwise fail be retained by Purchaser, and the Marketing Agreement shall remain in effect as to such Segments. A. DEVELOPER may temporarily suspend construction of the Project or the Purchaser System, which suspension shall delay the affected Segment Completion Date and the Project Completion Date for the suspension period; or B. DEVELOPER may require additional security to ensure that Purchaser retains the financial and other ability to timely fulfill its obligations under this Agreement. Such security shall be as determined by DEVELOPER in its sole discretion, and may include, without limitation, additional financial guarantees by a Purchaser affiliate or other third party; escrowed funds; letters of credit; or a payment bond. C. DEVELOPER may keep this Agreement in full force and effect, complete any material respect or all of the Segments that have not yet been Accepted and paid for by Purchaser, and retain all title and other rights in such Segments, including the right to perform any of its material obligations.or agreements as and all revenue earned from such Segments under the Marketing Agreement. DEVELOPER shall notify Purchaser, in writing, when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall such Segments have been materially incorrect when made or when ratified at ClosingSubstantially Completed, then Seller, as its sole and exclusive remedy, Purchaser shall have the right to terminate this Agreement purchase such Segments by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations paying within thirty (30) days thereafter (i) all sums owing hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with such Segments; and (ii) any loss, cost, damage or expense incurred by DEVELOPER and arising from Purchaser's Default. Upon such payment, such Segments shall be conveyed to Purchaser as provided herein; D. IF Purchaser fails to provide additional security as contemplated in Section 13.1B above, DEVELOPER may terminate this Agreement, and thereafter complete any or all of the transaction contemplated herein was materially incorrect or breached when maderemaining Segments which Purchaser has not already Accepted, Seller on such terms as it determines in its sole discretion, and Purchaser shall have any and all rights and remedies available at law no further right, title or interest in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserSegments.

Purchaser’s Default. If, at If the Purchaser shall fail neglect or prior refuse to Closing, complete the transfer for any reason ------------------- reasons other than termination hereof pursuant due to a right granted the Vendor's default and failure to Purchaser hereunder to do so comply with its obligations under this Agreement on the Completion Date or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate Extended Completion Date, the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have Vendor has the right to forthwith to terminate this Agreement by giving Purchaser thereupon all the Purchaser's rights under this Agreement shall cease and the Escrow Agent written notice thereof, in which event neither party forfeitable Deposit shall have any further rights, duties or obligations hereunder (except irrevocably be forfeited to the extent this Agreement Vendor absolutely and shall be retained by and shall thenceforth belong to the Vendor and shall not be refunded to the Purchaser under any circumstances whatsoever but the Vendor shall refund to the Purchaser all other monies paid by the Purchaser towards account of the Purchase Price, if any, free of interest and the Vendor shall be at liberty to sell or otherwise deal with the said Properties at such price and in such manner and to such person or persons as the Vendor may specifically provide think fit and shall not be accountable to the Purchaser for any profit on such sale. In such an event, it is hereby further agreed and declared that the survival said Memoranda of certain obligations Transfer shall be treated as null and void and of Purchaser) no further effect of force whatsoever and Seller the Purchaser shall not be entitled to receive make any claim and demand whatsoever against the Xxxxxxx Money from Vendor or the Escrow Agent as liquidated damages, Seller said Solicitors for any loss or damage or whatsoever compensation which may have been incurred or suffered by the Purchaser on account thereof or arising therefrom or under these presents save and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaserantecedent breach(es), and the Letter of Credit shall be returned to Purchaserif any.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or If the sale contemplated hereby is not consummated because of an uncured a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller (i) Purchaser refuses has performed or fails to consummate the purchase tendered performance of the Hotel pursuant to all of its material obligations in accordance with this Agreement, or then: (iia) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and shall terminate; (b) the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller Deposit shall be entitled paid to receive the Xxxxxxx Money from the Escrow Agent and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser hereby acknowledging that shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the amount of damages resulting from breach Property in accordance with the terms of this Agreement by and shall not limit the obligations of Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soSections 5.1, then neither party shall have any further rights5.3, duties 9.1, 11.8 or obligations hereunder (except to the extent 11.18 of this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserAgreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to If Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, other covenants or if, at obligations or prior to Closing, if any representation or warranty made by Purchaser is untrue under this Agreement or on behalf of any Related Purchase Agreement in any material respect which breach or default is not caused by a Seller Default (each, a "Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDefault"), then Seller, as may elect to (i) terminate this Agreement, the Lafayette Purchase Agreement, and, if Seller so elects in its sole and exclusive remedyabsolute discretion, the Westgate Letter Agreement, by providing written notice to Purchaser, in which case (A) the Xxxxxxx Money shall be disbursed to Seller in accordance with Section 3.2(d), (B) if Seller has elected to terminate the Westgate Letter Agreement, the Westgate Deposit shall be returned to Purchaser, and (C) the Parties shall have no further rights or obligations under this Agreement, the Lafayette Purchase Agreement, or, if Seller has elected to terminate the Westgate Letter Agreement, the Westgate Letter Agreement, except those which expressly survive such termination, (ii) proceed to Closing, in which case Seller shall be deemed to have waived such Purchaser Default, or (iii) obtain a court order for specific performance with respect to Purchaser hereunder or any Related Purchase Agreement. Notwithstanding the foregoing, Seller shall have the right to terminate this Agreement by giving bring an action for damages against Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties for Purchaser's breach of its covenants or obligations hereunder (except to under Section 15.2. This Section 10.3 shall survive the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach termination of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserLafayette Purchase Agreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to If:- (1) the Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate defaults in the purchase payment of the Hotel pursuant Balance Purchase Price or interest or other sums due under this Agreement in accordance with the provisions hereof and such default has not been remedied within seven (7) Business Days from the date of a written notice from the Vendor requiring the same to this Agreement, or be remedied; or (ii2) Purchaser shall otherwise fail in there is any material respect to perform breach by the Purchaser of any of its material obligations.or agreements as and when required hereundercovenants, undertakings or if, at obligations under this Agreement which is:- (a) not capable of remedy; or (b) capable of remedy but is not remedied within twenty one (21) days from the date of a written notice from the Vendor requiring the same to be remedied; the Vendor shall be entitled to the remedy of specific performance against the Purchaser or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving written notice to the Purchaser (with a photocopy being given to each of the Vendor’s Solicitors and the Escrow Agent written notice thereof, in which event neither party Purchaser’s Solicitors at the same time) whereupon:- 15.1.1 the Balance Deposit shall have any further rights, duties or obligations hereunder (except be immediately forfeited to the extent this Agreement may specifically provide Vendor as agreed liquidated damages and the Retention Sum comprised in the Deposit shall be dealt with as follows:- (a) if the Retention Sum has not been applied in accordance with Clause 14.3, the Vendor’s Solicitors shall release the Retention Sum and all interest accrued thereon to the Vendor within seven (7) Business Days of such termination notice being given; (b) if the Retention Sum has been applied in accordance with Clause 14.3, the Vendor shall be responsible for recovering the survival of certain obligations of same from the Director General without recourse to the Purchaser or the Purchaser) ’s Solicitors and Seller shall be entitled to receive retain the Xxxxxxx Money amount so recovered from the Escrow Agent as liquidated damages, Seller and Director General; 15.1.2 the Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason within seven (7) Business Days of such default. If Purchaser terminates this Agreement pursuant termination notice being given:- (a) return or procure to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to the Vendor or the Vendor’s Solicitors the Document of Title and the Transfer (if the same have been released to the Purchaser’s Solicitors) with the Vendor’s interest as registered proprietor of the Land remaining intact PROVIDED THAT the Purchaser’s Solicitors may retain the Transfer for the purposes set out in Clause 5.3 if the same has been stamped; (b) re-deliver vacant possession of the Land in the state and condition in which they are in when they are first delivered to the Purchaser to the Vendor (if the same has been delivered to the Purchaser); (c) withdraw and procure to be withdrawn all private caveats presented or registered against the Land by the Purchaser; and (d) deliver to the Vendor or the Vendor’s Solicitors a duly executed and stamped copy of the deed of revocation confirming the termination of the sale and purchase herein (“Deed of Revocation”) and a letter issued by the Purchaser to the Director General to authorize the Director General to release the Retention Sum to the Vendor if the Retention Sum has been applied in accordance with Clause 14.3; 15.1.3 the Vendor shall, immediately upon the Purchaser's compliance with Clause 15.1.2, return and procure to be returned to the Purchaser, all monies received by it or for its account as part of the Purchase Price (excluding the Deposit to be forfeited pursuant to Clause 15.1.1), free of interest. In the event the Vendor fails to refund the monies to the Purchaser within the stipulated period, the Vendor shall be liable for late payment interest at the rate of eight per centum (8%) per annum calculated on the daily basis from the due date of payment until full payment of the monies to be refunded in accordance with this Clause; and thereafter this Agreement shall cease to be of any further effect save as provided in Clause 19.2 and Clause 19.4.

Purchaser’s Default. If, at or prior 16.1 If the Purchaser fails to Closing, for pay any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses amount on due date thereof or fails to consummate the purchase pay any other moneys which he may in terms hereof be obliged to pay, or commits any other breach of any of the Hotel pursuant to terms and conditions of this Agreement, Agreement (or (ii) Purchaser shall otherwise fail in any material respect to perform of any of its material obligations.or agreements as the Rules to which the Purchaser is subject in respect of the Land and/or Buildings, including the Section) and when required hereunderfails to remedy such breach, default or if, at or prior to Closing, any representation or warranty made non-payment within 7 (seven) days of written notice given by or on behalf of Purchaser herein the Seller calling upon him so to do, (save that no notice shall be necessary in the event of the breach being a non-payment of the deposit in item 7 of the Schedule) then the Seller shall be entitled without prejudice to any other remedies that it may have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate law – 16.1. 1To cancel this Agreement by giving and to retake possession of the Unit forthwith, the Purchaser and hereby waiving any lien which he/ she may have over the Escrow Agent written notice thereofUnit for improvements or otherwise, in which event neither party the Seller shall have either retain all moneys paid in terms of this Agreement as being the amount which the parties record will be compensation as rouwkoop, damages or a genuine pre-estimate of damages suffered by the Seller as a result of the Purchaser’s breach of contract, or, alternatively and in lieu of such penalty, claim all damages suffered by reason of the Purchaser’s breach of contract with the right to retain any further rights, duties or obligations hereunder (except payments made under this Agreement until the amount of the damages has been determined and to apply such payments towards satisfaction of the amount of such damages when it is quantified; or 16.1. 2To institute action for the recovery of the entire balance of the purchase price together with all such other moneys as may then be owing by the Purchaser to the extent Seller. 16.2 If the Agreement is cancelled as hereinbefore provided, the Attorney shall be entitled to pay any deposit or monies held on behalf of the Purchaser to the Seller. 16.3 On cancellation, the Purchaser and all persons claiming a right of occupation through the Purchaser shall forthwith be obliged to vacate the Section and to deliver it to the Seller. It is specifically hereby recorded in this regard that no lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this Agreement, save for the provisions of Clause 6.2. 16.4 If, however, the Purchaser disputes the Seller’s right to cancel this Agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts, costs and levies payable by him in terms of this Agreement may specifically provide for on the survival of certain obligations of Purchaser) due dates thereof and the Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent accept such payments without prejudice to its rights of cancellation as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such defaultaforesaid. If Purchaser terminates this Agreement pursuant such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except been paid to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned Seller prior to Purchasercancellation.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured a default by Seller Sellers (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to transactions contemplated by this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or obligations or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then SellerSellers, as its their sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent Title Company written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller Sellers shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller Sellers and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to SellerSellers. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller Sellers shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller Sellers shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. If, at In the event Purchaser shall fail to comply with any of its obligations to be performed by Purchaser hereunder on or prior to Closingthe Closing Date, after a thirty (30) day cure period after notice from Seller which includes a reasonably detailed identification of such failure, the Xxxxxxx Money and all interest earned thereon shall be paid to Seller as liquidated damages in lieu of all other remedies available to Seller and this Agreement shall become null and void with neither party having any further rights or liabilities hereunder, except as provided for any reason ------------------- other than termination hereof pursuant to a right granted to in this Agreement. Seller and Purchaser hereunder to do so or because of an uncured default by Seller acknowledge and agree that (i) Purchaser refuses or fails it would be extremely difficult to consummate accurately determine the purchase amount of damages suffered by Seller as a result of Purchaser's default hereunder; (ii) the Hotel pursuant Xxxxxxx Money and all interest earned thereon is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages for Purchaser's default under this Agreement; and (iii) retention by Seller of such amounts upon Purchaser's default hereunder shall not constitute a penalty or forfeiture. 5.1.1 Notwithstanding anything to the contrary contained in this Section 5.1, Seller and Purchaser agree that this liquidated damages provision is not intended to (i) apply to any default or breach by Purchaser under Article 3 hereof, or (ii) limit Purchaser’s obligations under Section 8.1 hereof. In the event Purchaser fails to perform or satisfy its obligations under Article 3, a default shall not be deemed to have occurred unless Purchaser has failed to cure such default within thirty (30) days of its receipt of a written notice from Seller specifying the nature of this default; provided, however, defaults which are not capable of being cured within such 30-day period, the Purchaser shall otherwise fail in any material respect not be deemed to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser defaulted under this Agreement due if it has commenced to cure the alleged default within such 30-day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured, but in no event shall such cure period exceed ninety (90) days of its receipt of written notice from Seller specifying the nature of default. If Purchaser has not cured or remedied a breach after Closing or any termination hereof of any covenant or indemnity which survives default under Article 3 within the Closing or any termination hereoftimeframes provided for herein, or if the Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and may seek all rights and remedies available at law or in equity by reason of equity, including specific performance and, if Seller prevails on any such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soclaim, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit Seller shall be returned paid its reasonable attorney’s fees as determined by the court in an amount not to Purchaserexceed $25,000.00.

Purchaser’s Default. IfPurchaser and Seller acknowledge that it would be extremely impracticable and difficult to ascertain the actual damages which would be suffered by Seller if Purchaser defaults under this Agreement. Accordingly, at or prior to Closing, for any reason ------------------- if Purchaser has defaulted (other than termination an insignificant or immaterial default) in the performance of its obligations hereunder (including without limitation, a default in Purchaser's obligation to deliver to Seller those documents and other items required under Section 8.2 hereof pursuant or to make settlement on the Closing Date) and Seller shall have not defaulted hereunder (other than an insignificant or immaterial default), then at the end of the ten (10) Business Day period following the receipt by Purchaser of a right granted written statement from Seller stating that Purchaser is in default hereunder, unless Purchaser shall have cured such default during such ten (10) Business Day period, as Seller's sole and exclusive remedy, the Deposit (together with all interest thereon) shall be by Escrow Agent paid over, transferred and assigned to Purchaser hereunder Seller as full, complete, agreed and liquidated damages, and thereupon this Agreement shall terminate and neither party shall have any further obligations hereunder, except for those specifically set forth in this Agreement to do so or because survive termination. Seller's retention of an uncured the Deposit (and interest) is intended not as a penalty, but as full liquidated damages, and is Seller's sole and exclusive remedy in the event of default by Purchaser in its obligation to close title hereunder, and (respecting a default by Purchaser in its obligations to close title as provided in this Agreement) Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser (i) for specific performance of this Agreement or (ii) to recover actual damages for default by Purchaser refuses in its obligation to close title as provided in this Agreement. This Section 14.2 sets forth remedies for failure to close and it not intended to apply to remedies Seller may have with respect to Purchaser's obligations (i) which survive Closing or fails to consummate the purchase termination of the Hotel pursuant to this Agreement, or (ii) which are set forth in or result from any instruments or documents executed and delivered by Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to (a) If Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate close in accordance with, and when required under, the purchase terms of the Hotel pursuant to this Agreement, or (ii) Purchaser then MOP shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving give Purchaser and the Escrow Agent written notice thereof, in which event neither party specifying the nature of such failure to close or material breach or default. (b) Purchaser shall have ten (10) Business Days from receipt of MOP's notice of default under Section 10.01(a) within which to cure the specified default. If Purchaser does not cure such default within said ten (10) day period (or such longer period if such default cannot be reasonably cured within a ten (10) day period, not to exceed thirty (30) days) or if such default is not waived in writing by MOP, then so long as neither MOP nor any further rightsSeller is otherwise in material breach or default hereunder and has otherwise satisfied the conditions it must satisfy prior to Closing and is ready, duties or obligations hereunder (except willing and able to close under this Agreement, the extent Deposit shall be forfeited to Seller and this Agreement may specifically provide for the survival of certain obligations of Purchaser) shall automatically terminate and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damagesMOP, each Seller and Purchaser hereby acknowledging shall be relieved from all further liability or obligation hereunder except as expressly provided for in this Agreement. (c) Forfeiture of the Deposit shall be MOP and each Seller's sole and exclusive remedy at law or in equity upon a default by Purchaser under this Agreement. MOP and each Seller waive any and all equitable remedies, including without limitation the right to specific performance of this Agreement. MOP and each Seller and Purchaser agree that forfeiture of the amount of Deposit shall be liquidated damages and not a penalty, and that actual damages resulting to MOP and each Seller from Purchaser's breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertainmeasure because of the uncertainties of the real estate market and fluctuations of property values and differences with respect thereto, and that the Title Company shall immediately deliver the Letter Deposit is a reasonable estimate of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserthose damages.

Purchaser’s Default. IfPurchaser will deliver, at or prior with Ten (10) business days from mutual execution of this Agreement to ClosingLand Title Company of Alabama Inc., for any reason ------------------- other than termination hereof 600 North 20th Street, Birminxxxx, Xxxxxxx 00000, xxxxx xxxxx xxx Xxxxxxo Title Insurance Company, Inc. (the "Title Company"), funds in the amount of Fifteen Thousand and 00/100 ($15,000) (the "Earnest Money"). Should Xxxxxxser elect not to purchase the Property pursuant to a right granted paragraph 4, 13 or as it is otherwise entitled to under this Agreement, the Earnest Money, together witx xxxxrest, if any shall be refunded to the Seller and this Agreement shall terminate. In the event Purchaser fails to carry out an perform the term's of this Agreement, the earnest money shall be fxxxxxxxd as liquidated damages as the sole and complete remedy of Seller, provides Seller agrees to the cancellation of this Agreement. In the event Seller fails to carry out and perform their terms of this Agreement, Purchaser shall be entitled to specific performance of this Agreement by the Seller under any applicable laws of the jurisdiction. If this Agreement does not close and the earnest money is to be turned xxxx xx Seller or refunded to Purchaser hereunder pursuant to do so this Agreement, Seller and Purchaser agree to execute a written release to the Agent and Title Company affirming the property disposition of the earnest money. In the event boxx Seller and Purchaser claims the earnest money, or because of an uncured default by Seller (i) either Sxxxxx xr Purchaser refuses or fails to consummate execute a release, the purchase Title Company may interplead the disputed portion of the Hotel pursuant earnest money into court, and xxxxx be entitled to this Agreementdeduct or recover from the earnest money for court costx, or (ii) Purchaser shall otherwise fail in any material respect attorney fees and other expenses relating to perform any of its material obligations.or agreements the interpleaded. When the earnest money is a check axx xxx check is returned by a financial institution as and when required hereunderunpaid, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have Seller has the right to terminate this void the Agreement by giving Purchaser and without further recourse on the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to part of the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.PURCHASE AND SALE AGREEMENT

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to (a) If Purchaser hereunder to do so or because shall default in performance of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to its obligations under this Agreement, which default remains uncured for five (5) business days after receipt of written notice from SummitBridge or Receiver, the SummitBridge or Receiver (iias the case may be, based on which party issued the notice of default) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser upon written notice to Purchaser. The sole right of SummitBridge or Receiver in such case shall be to recover and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival sole liability of certain obligations of Purchaser) and Seller Purchaser shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that pay damages in the amount of damages resulting from breach the actual costs incurred in connection with this Agreement, including professionals’ fees. (b) Notwithstanding anything to the contrary contained in this Agreement, Purchaser agrees that (i) all indemnification obligations of Purchaser set forth in this Agreement and/or any other indemnification agreement delivered to SummitBridge or Receiver in connection with Purchaser’s inspection of the Premises prior to or after the execution of this Agreement by (collectively, the “Indemnification Obligations”) shall survive the termination of this Agreement and the Closing and (ii) Purchaser would shall not be difficult exculpated from liability with respect to (x) a breach of Section 12(a) hereof and/or (y) the Indemnification Obligations. Purchaser further agrees that SummitBridge and Receiver shall have full recourse against Purchaser and any other person or impossible accurately to ascertainentity who breaches Section 12(a) or who has Indemnification Obligations, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing SummitBridge or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller Receiver shall have the ability to seek and obtain any and all rights and remedies available at law money or in equity by reason other judgment against any of the foregoing persons or entities with respect to any such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties breach or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of PurchaserIndemnification Obligation(s), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to (a) If Seller has complied with all of the covenants and conditions contained herein in all material respects and Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase this Agreement and take title by reason of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or a default on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingPurchaser's part, then Seller, as its sole the parties hereto recognize and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging agree that the amount of damages resulting from breach of this Agreement by Purchaser would that Seller will sustain as a result thereof will be substantial, but difficult or if not impossible accurately to ascertain. Therefore, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoingparties agree that, in the event of any Purchaser's default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when madeas aforesaid, Seller shall have any and all rights and remedies available at law or shall, as its sole remedy, first demand payment from Purchaser in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except an amount equal to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser)Deposit as liquidated damages (in which event, and following full payment, the Letter of Credit shall be returned to Purchaser), and if Seller has not received such amount by the earlier of five days after Seller's demand or the day prior to the expiry date of the Letter of Credit, then Seller shall be entitled to direct the Escrow Agent to draw under the Letter of Credit in the full amount thereof and pay the proceeds of such drawing to the Seller plus interest earned thereon, if any, as liquidated damages, and after such payment or drawing neither party shall have any further rights or obligations with respect to the other under this Agreement, except for the Surviving Covenants. Seller acknowledges and agrees (1) that the Deposit plus interest earned thereon is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of closing to occur due to a default by Purchaser under this Agreement and (2) Purchaser seeks to limit its liability under this Agreement to the amount of the Deposit plus interest earned thereon in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default by Purchaser hereunder. (b) In the event that after the Closing Date (i) Purchaser is in default in the payment of any monetary obligation hereunder which continues for more than ten days or (ii) is in default in the performance of any other obligation hereunder which continues for more than 45 days, then Seller may seek damages (but excluding consequential damages) from Purchaser.

Purchaser’s Default. IfIf (i) Purchaser has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its covenants or obligations under this Agreement, which default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to ClosingClosing (each, for any reason ------------------- other than termination hereof pursuant to a right granted to “Purchaser hereunder to do so or because Default”), and Purchaser has not cured such Purchaser Default within five (5) Business Days after Purchaser’s receipt of an uncured default by Seller (i) written notice of such Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDefault from Seller, then Seller, as its sole and exclusive remedy, shall have the right may elect to terminate this Agreement by giving Purchaser and the Escrow Agent providing written notice thereofto Purchaser, in which event neither party case Purchaser shall have any further rights, duties or obligations hereunder (except cause Escrow Agent to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive disburse the Xxxxxxx Money from the Escrow Agent as liquidated damagesto Seller within two (2) Business Days after such termination, and Seller and Purchaser hereby acknowledging that shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the amount of damages resulting from breach Xxxxxxx Money to Seller shall survive such termination. The provisions of this Agreement by Purchaser would be difficult or impossible accurately to ascertainSection 12.2 shall survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, and the Title Company shall immediately deliver the Letter of Credit to THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of ’s Initials: SB Purchaser), and the Letter of Credit shall be returned to Purchaser.’s Initials: LB

Purchaser’s Default. If, at Purchaser shall be in default under this Contract in the event that SAMPLE (1) Purchaser fails or prior refuses to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to complete and execute all of the instruments required of Purchaser hereunder under this Contract promptly or when requested to do so by Seller; or because (2) Purchaser fails to or refuses to make timely payment of an uncured any payments required under this Contract; or (3) Purchaser in any other manner fails to or refuses to perform his obligations under this Contract. In the event of any such default by Purchaser, Seller shall give Purchaser written notice of such default and allow seven (7) days from the date of such notice for Purchaser to cure such default. If Purchaser shall fail to cure such default within such seven (7) day period, Seller shall, and does hereby have, the unrestricted option to: (1) consider Purchaser in default under this Contract; (2) retain the Deposit paid by Purchaser, but in no event more than twenty four percent (24%) of the Total Purchase Price, as agreed upon and liquidated damages which amount Purchaser agrees is fair and reasonable and in full settlement of any claim for damages; and, (3) terminate all rights of Purchaser under this Contract and, thereupon, the parties hereto will be released and relieved from all obligations hereunder. The provisions herein contained for liquidated and agreed upon damages are bona fide provisions for such and are not a penalty, the parties understanding that by reason of the withdrawal of the Unit from sale to the general public at a time when other parties would be interested in purchasing the Unit, that Seller will have sustained damages if Purchaser defaults, which damages will be substantial but will not be capable of determination with mathematical precision and, therefore, as aforesaid, the provisions for liquidated and agreed upon damages has been incorporated into this Contract as a provision beneficial to both parties hereto. Purchaser and Seller recognize the impossibility of measuring Seller’s damages if Purchaser defaults. If the amount of Purchaser’s Deposit exceeds twenty percent (20%) of the Total Purchase Price, the excess shall be refunded to Purchaser upon the earlier of (i) Purchaser refuses or fails to consummate the purchase closing of the Hotel pursuant resale of the Unit to this Agreementanother buyer, or (ii) one (1) year from the default by Purchaser. In the event any litigation is commenced as a result of this Contract and Seller prevails in such litigation, Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as also be liable for Seller’s attorneys’ fees and when required hereunder, or if, costs resulting therefrom at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole all trial and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserappellate levels.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller In the event (i) Purchaser fails or refuses or fails to tender performance and consummate Closing when required to do so in compliance with the purchase terms of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect fails to perform or otherwise breaches any of its other material obligations.or agreements as obligations under this Agreement and when required such failure or breach continues for a period of ten (10) days after written notice from Seller Parties specifying such failure or breach in reasonable detail, the same shall constitute a “Purchaser Default” hereunder. In the event of any Purchaser Default, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein the Seller’s Parties shall have been materially incorrect when made or when ratified at Closing, then Sellerbe entitled, as its their sole and exclusive remedy, shall have the right to terminate this Agreement by giving upon written notice to Purchaser and receive payment from Purchaser of the Escrow Agent written notice thereofDD Deposit, in which event neither party shall have the reimbursement of up to Twenty Five Thousand and No/100 Dollars ($25,000.00) for any further rightsout-of-pocket costs of any third parties, duties or obligations hereunder including any expenses incurred by Seller Parties to obtain the consent HCR and MidCap (except including their attorney fees) and assignment and delivery to the extent this Agreement may specifically provide Seller Parties, for their future use, of all Due Diligence Materials. Each of the survival Seller Parties and Purchaser acknowledge and agree that Purchaser’s delivery of certain obligations of Purchaser) such funds and Seller Due Diligence Materials shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as deemed liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from for Purchaser’s breach of this Agreement by Purchaser would be difficult or impossible accurately Agreement, it being further agreed that the actual damages to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, Seller Parties in the event of such breach are impractical to ascertain and the foregoing sum is a reasonable estimate thereof. None of the Seller Parties shall have any default by Purchaser right to specifically enforce Purchaser’s obligations under this Agreement due nor to a breach after Closing seek or otherwise collect any termination hereof of any covenant or indemnity which survives the Closing or any termination hereofactual, lost profit, punitive, consequential, treble, or if Seller other damages from or against Purchaser, except for the indemnity obligations of Purchaser expressly set forth in this Agreement. In no event shall discover after Closing that any warranty officer, director, agent or representation made by employee of Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have its partners be personally liable for any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates Purchaser’s obligations under this Agreement pursuant or the documents to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to be delivered at the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserClosing.

Purchaser’s Default. IfIf (i) Purchaser has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its covenants or obligations under this Agreement, which default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to ClosingClosing (each, for any reason ------------------- other than termination hereof pursuant to a right granted to “Purchaser hereunder to do so or because Default”), and Purchaser has not cured such Purchaser Default within three (3) Business Days after Purchaser’s receipt of an uncured default by Seller (i) written notice of such Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDefault from Seller, then Seller, as its sole and exclusive remedy, shall have the right may elect to terminate this Agreement by giving Purchaser and the Escrow Agent providing written notice thereofto Purchaser, in which event neither party case Purchaser shall have any further rights, duties or obligations hereunder (except cause Escrow Agent to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive disburse the Xxxxxxx Money from the Escrow Agent as liquidated damagesto Seller within two (2) Business Days after such termination, and Seller and Purchaser hereby acknowledging that shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the amount of damages resulting from breach Xxxxxxx Money to Seller shall survive such termination. The provisions of this Agreement by Purchaser would be difficult or impossible accurately to ascertainSection 12.2 shall survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, and the Title Company shall immediately deliver the Letter of Credit to THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of ’s Initials: /s/ JCM Purchaser), and the Letter of Credit shall be returned to Purchaser.’s Initials: /s/ TCF

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements obligations as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified made, then Seller shall give Purchaser and the Title Company written notice specifying the nature of the default, and Purchaser shall have ten (10) days from receipt of Seller's notice within which to cure the specified default. If at Closingthe end of the ten (10) day period the default is still not cured, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent Title Company written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit Xxxxxxx Money to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that HOTEL PURCHASE AGREEMENT - Page 29 ------------------------ any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit Xxxxxxx Money together with all interest earned thereon shall be returned to Purchaser.

Purchaser’s Default. IfIf the Purchaser fails to pay, on due date any instalment or other moneys which the Purchaser may be required to pay, in terms hereof (provided that no notice need be given if the breach is the non-payment of the deposit in paragraph 4 of the Schedule of Particulars) or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property or Building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or prior non- payment within 7 (seven) days of dispatch of written notice calling upon the Purchaser to Closingdo so: to cancel this agreement, for any retake possession of the Unit and claim all damages suffered by reason ------------------- of the Purchaser's breach of contract; or to claim specific performance or immediate payment of the purchase price, interest and all other than termination hereof pursuant to amounts as may be payable by the Purchaser in terms of this agreement. If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right granted of occupation through the Purchaser, shall forthwith be obliged to Purchaser hereunder vacate the Unit and to do so deliver it to the Seller. No lease or because other right of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase occupation in favour of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect be created or come into existence by virtue of this agreement. If the Purchaser disputes the Seller's right to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closingcancel this agreement, then Sellerpending the determination of such dispute, as its sole and exclusive remedy, the Purchaser shall have be obliged to continue to pay all amounts payable by him in terms of this agreement on the right to terminate this Agreement by giving Purchaser due dates thereof and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. Should this agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive the Xxxxxxx Money any compensation whatsoever from the Escrow Agent Seller for any alterations, additions or improvements effected to or on the Unit save only as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement otherwise provided by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserlaw.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to If the Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate pay on due date any instalment or other moneys which the purchase Purchaser may in terms hereof (provided that no notice need be given if the breach is the non-payment of the Hotel pursuant to this Agreement, deposit in clause 5 of the schedule) or (ii) Purchaser shall otherwise fail in commits any material respect to perform other breach of any of its material obligations.or agreements as the terms and when required hereunderconditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the land and/or building, including the Unit), the Seller shall be entitled without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or if, at or prior to Closing, any representation or warranty made by or on behalf non- payment within 7 (seven) days of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent dispatch of written notice thereofper prepaid registered or certified post or delivery thereof by hand calling upon the Purchaser so to do: to cancel this agreement, retake possession of the Unit and: claim all damages suffered by reason of the Purchaser's breach of contract, in which event neither party shall have any further rightsevent, duties or obligations hereunder (except to pending the extent this Agreement may specifically provide for determination of such damages, the survival of certain obligations of Purchaser) and Seller shall be entitled to receive retain in pledge, as security for the Xxxxxxx Money from due payment by the Escrow Agent as liquidated Purchaser of such damages, all amounts paid by the Purchaser in terms of this agreement, and immediately the Seller's claim for damages shall have been established, there shall be set off and credited against such damages the aforesaid amounts retained by the Seller, provided that should such retained amounts exceed the damages so due to the Seller, the Seller and shall refund the excess to the Purchaser, but, that should the said damages exceed the said amounts retained, the Purchaser hereby acknowledging that shall be obliged to pay the amount of the shortfall to the Seller on demand; or claim payment of all arrear payments then due and retain all payments already made by the Purchaser to the Seller prior thereto, as rouwkoop for damages resulting from breach as agreed in clause 5 of the schedule of particulars; or to claim immediate payment of the full balance of the purchase price interest and all other amounts payable by the Purchaser in terms of this Agreement agreement. If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Unit and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. If the Purchaser would disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be difficult or impossible accurately obliged to ascertain, continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all be entitled to accept such payments without prejudice to its rights and remedies available at law or in equity by reason of such defaultcancellation as aforesaid. If Purchaser terminates this Agreement pursuant such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except been paid to the extent Seller prior to cancellation. Should this Agreement may specifically provide agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserUnit save only as otherwise provided by law.

Purchaser’s Default. If, If at or any time prior to Closing, for any reason ------------------- other than termination hereof pursuant to there shall have been a right granted to Purchaser hereunder to do so breach or because of an uncured default by Purchaser of any representation, warranty, covenant or obligation under this Agreement which breach or default (A) would give rise to the failure of a condition to the Closing hereunder, (B) either (1) cannot be cured or (2) if it can be cured, has not been cured prior to the first to occur of 5:00 p.m. on the date that is twenty (20) days following receipt by the Purchaser and Securities Sellers of written notice of such breach or 5:00 p.m. on the date immediately preceding the Termination Date, as defined in the Securities Purchase Agreement, and (C) is not caused by a Seller’s Default (a “Purchaser’s Default”), and no Seller’s Default has occurred which remains uncured, then Seller may elect, subject to the written consent of Securities Sellers, to (i) terminate this Agreement by providing written notice to Purchaser refuses and Securities Sellers, in which case the Deposit actually paid by Purchaser shall be disbursed to Securities Sellers in accordance with and subject to Section 3.2.3 and Section 13.18, and the Parties shall have no further rights or fails to consummate the purchase of the Hotel pursuant to obligations under this AgreementAgreement (except as provided herein), or (ii) Purchaser proceed to Closing without any adjustment in Purchase Price (except as contemplated in Section 3.1.1), (iii) provide written notice to Purchaser, Securities Sellers and Escrow Agent in accordance with and subject to the provisions of Section 3.2.3 and Section 13.18 hereof, in which case, subject to the provisions of the foregoing referenced Sections, the Deposit shall otherwise fail be disbursed to Securities Sellers, and obtain a court order for specific performance; or (iv) in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive the event specific performance is not an available remedy, Seller shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereofDeposit. For the avoidance of doubt, in which event neither party shall have any further rights, duties or the right of Securities Sellers pursuant to their rights under Section 13.18 to seek specific performance of Purchaser’s obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled in addition to Securities Sellers’ right to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement Deposit pursuant to a right Section 3.2.3 hereof; provided, however, that if Securities Sellers are granted to Purchaser hereunder to do sospecific performance, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit Deposit shall be returned to applied toward the Purchase Price otherwise due and payable from Purchaser.

Purchaser’s Default. If8.1 If the Purchaser fails to pay on due date any instalment or other moneys which the Purchaser may in terms hereof be obliged to pay, or commits any other breach of any of the terms and conditions of this agreement (or of any of the rules and regulations to which the Purchaser is subject in respect of the Property and/or the land, including any improvements thereon), then, without prejudice to any other remedies which the Seller may have at law, if the Purchaser fails to remedy such breach, default or prior non-payment, within 7 (seven) days of the giving of notice to Closingthe Purchaser in terms of 8 below, for calling upon the Purchaser to so remedy such breach (save that the Seller shall not be obliged to give any reason ------------------- other than termination hereof pursuant notice where the breach is non payment of the deposit) then the Seller shall be entitled to: 8.1.1 Enforce specific performance against the Purchaser, or; 8.1.2 Cancel this agreement and retake possession of the Property. 8.2 If the suspensive condition contained in clause 5.3 of the agreement of sale has been fulfilled, rendering the agreement of sale of full force and effect, and the Purchaser wishes to cancel the agreement of sale, the Seller will be entitled to claim a cancellation fee, equal to 10% of the purchase price referred to in clause 1.4 of Schedule 1 to the agreement of sale, from the Purchaser. The Purchaser hereby confirms and consents that the deposit paid in terms of clause 1.5 of Schedule 1 to the agreement of sale, including all interest earned, must be used towards settling the cancellation fee as mentioned above. The balance of the cancellation fee, if any, will be paid by the Purchaser within 7 (seven) days from the date on which the Purchaser is requested to do so. 8.3 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right granted of occupation through the Purchaser (together with all those holding through or under the Purchaser), shall forthwith vacate the Property and deliver it to Purchaser hereunder to do so the Seller. No lease or because other right of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase occupation in favour of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any be created or come into existence by virtue of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of this agreement. 8.4 If the Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then disputes the Seller, as its sole and exclusive remedy, shall have the 's right to terminate cancel this Agreement agreement, then, pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by giving Purchaser him in terms of this agreement on the due dates thereof and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Xxxxxxx Money Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 8.5 Notwithstanding any provision of this agreement to the contrary: 8.5.1 The Purchaser warrants that he does not owe any arrear income or other tax, and that he has timeously submitted all his income tax returns; 8.5.2 Should it transpire that the Purchaser has breached his warranty in 8.5.1 above, the Seller may forthwith cancel this agreement by notice to the Purchaser, in which event, without prejudice to any other rights the Seller may have against the Purchaser arising from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from latter’s breach of this Agreement warranty, the Purchaser shall ipso facto forfeit to the Seller all amounts paid by the Purchaser would be difficult or impossible accurately on account of the purchase price (including interest thereon) and hereby irrevocably instructs the Conveyancers to ascertainrelease to the Seller such amounts plus such interest. 8.6 In addition, should the Purchaser fail to take up any granted loan contemplated in 5.3 above, and should the Title Company Conveyancers have been instructed to register a mortgage bond over the property as security for the repayment of such loan, the Purchaser shall immediately deliver be liable to pay the Letter of Credit to Seller. Notwithstanding Conveyancer's wasted costs and the foregoing, in the event of Seller may deduct such wasted cost from any default by Purchaser under this Agreement refund due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereofPurchaser, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of pay over such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except deduction to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserConveyancers.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate In the event the sale and purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any Property is not consummated because of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under the terms of this Agreement due Agreement, as specified in a written notice thereof to a breach after Closing or any termination hereof of any covenant or indemnity which survives Purchaser from Sellers detailing the Closing or any termination hereofbasis for such default, or if Seller Sellers’ sole and exclusive remedy shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with be to retain the transaction contemplated herein was materially incorrect or breached when madeDeposit, Seller as full liquidated damages, and thereafter the parties hereto shall have any and all no further rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (whatsoever, except to for such rights or obligations that, by the extent express terms hereof, survive any termination of this Agreement may specifically provide for the survival of certain obligations of Purchaser)Agreement. IT IS HEREBY AGREED THAT, and the Letter of Credit shall be returned to Purchaser.WITHOUT RESALE, SELLERS’ DAMAGES WILL BE DIFFICULT TO ASCERTAIN AND THAT THE DEPOSIT CONSTITUTES A REASONABLE FORECAST THEREOF AND IS INTENDED NOT AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. SELLERS AGREE THAT IN THE EVENT OF A DEFAULT BY PURCHASER, IT SHALL NOT INITIATE ANY PROCEEDING TO RECOVER DAMAGES FROM PURCHASER IN EXCESS OF THE DEPOSIT, AND PURCHASER SHALL NOT INITIATE ANY PROCEEDING CHALLENGING SELLERS’ RIGHT TO RETAIN THE FULL AMOUNT OF THE DEPOSIT AS LIQUIDATED DAMAGES. SELLER’S INITIALS: HR PURCHASER’S INITIALS: JSN

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or 11.1 If the purchaser fails to consummate pay on due date any instalment or other moneys which the purchase purchaser may in terms hereof (provided that no notice need be given if the breach is the non-payment of the Hotel pursuant to this Agreement, deposit in clause 8 of the schedule) or (ii) Purchaser shall otherwise fail in commits any material respect to perform other breach of any of its material obligations.or agreements as the terms and when required hereunderconditions of this agreement (or of any of the rules and regulations to which the purchaser is subject in respect of the land and/or building, including the unit), the seller shall be entitled without prejudice to any other remedies that it may have at law, if the purchaser fails to remedy such breach, default or if, at or prior to Closing, any representation or warranty made by or on behalf non- payment within 7 days of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent despatch of written notice thereofper prepaid registered or certified post or delivery thereof by hand calling upon the purchaser so to do: 11.1.1 to cancel this agreement, retake possession of the unit and: 11.1.1.1 claim all damages suffered by reason of the purchaser's breach of contract, in which event neither party shall have any further rightsevent, duties or obligations hereunder (except to pending the extent this Agreement may specifically provide for determination of such damages, the survival of certain obligations of Purchaser) and Seller seller shall be entitled to receive retain in pledge, as security for the Xxxxxxx Money from due payment by the Escrow Agent as liquidated purchaser of such damages, Seller all amounts paid by the purchaser in terms of this agreement, and Purchaser hereby acknowledging immediately the seller's claim for damages shall have been established, there shall be set off and credited against such damages the aforesaid amounts retained by the seller, provided that should such retained amounts exceed the damages so due to the seller, the seller shall refund the excess to the purchaser, but, that should the said damages exceed the said amounts retained, the purchaser shall be obliged to pay the amount of the shortfall to the seller on demand; or 11.1.1.2 claim payment of all arrear payments then due and retain all payments already made by the purchaser to the seller prior thereto, as rouwkoop for damages resulting from breach as agreed in clause 5 of the schedule of particulars; or 11.1.2 to claim immediate payment of the full balance of the purchase price interest and all other amounts payable by the purchaser in terms of this Agreement agreement. 11.2 If this agreement is cancelled as hereinbefore provided, the purchaser and all persons claiming a right of occupation through the purchaser, shall forthwith be obliged to vacate the unit and to deliver it to the seller. No lease or other right of occupation in favour of the purchaser shall be created or come into existence by Purchaser would virtue of this agreement. 11.3 If the purchaser disputes the seller's right to cancel this agreement, then pending the determination of such dispute, the purchaser shall be difficult or impossible accurately obliged to ascertain, continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Title Company seller shall immediately deliver the Letter be entitled to accept such payments without prejudice to its rights of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such defaultcancellation as aforesaid. If Purchaser terminates this Agreement pursuant such dispute is decided in favour of the seller then such amounts so received by the seller after cancellation as aforesaid shall be deemed to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except been paid to the extent seller prior to cancellation. 11.4 Should this Agreement may specifically provide agreement be cancelled in terms of this clause the purchaser shall not be entitled to claim or receive any compensation whatsoever from the seller for any alterations, additions or improvements effected to or on the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserunit save only as otherwise provided by law.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate If the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail to pay the Purchase Price as provided in any material respect Clause 2 or fail to perform any of its material obligations.or agreements undertakings covenants and warranties on its part herein to be performed, the Vendor shall be entitled to take action for specific performance of this Agreement at the cost and expense of the Purchaser and/or at the Vendor’s sole discretion to terminate this Agreement at any time thereafter. Upon such termination, the Vendor shall forfeit the Deposit together with any accrued interest as agreed liquidated damages and when required hereunder, or if, refund all other sums (if any) paid by the Purchaser towards the Purchase Price free of interest within Fourteen (14) days of such termination. The Purchaser shall at or prior its own costs and expenses (i) to Closing, any representation or warranty made re-deliver vacant possession of the Property in original condition to the Vendor (if the same has been delivered to the Purchaser); (ii) to withdraw all caveats lodged by or on behalf of the Purchaser herein and/or the Purchaser’s Financier and to forward proof of the withdrawal to the Vendor’s Solicitors, failing which the Purchaser shall have indemnify the Vendor for damages, loss and expenses incurred by the Vendor for the removal of these caveats; and (iii) to return the Transfer Documents and the Security Documents to the Vendor with the Vendor’s interest intact (Provided Always that if the MOT has already been materially incorrect when made or when ratified at Closing, adjudicated and stamped then Seller, as its sole the Purchaser’s Solicitors shall surrender the MOT to the stamp office for cancellation and exclusive remedy, shall have refund of the right stamp duty paid by the Purchaser and thereafter returned the MOT duly cancelled by the stamp office to terminate the Vendor’s Solicitors) whereupon this Agreement by giving Purchaser shall terminate and the Escrow Agent written notice thereof, in which event be of no further effect and neither party parties hereto shall have any further rights, duties or obligations hereunder (claim against the other except to for any antecedent breach and thereafter the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller Vendor shall be entitled at liberty to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection deal with the transaction contemplated herein was materially incorrect or breached when made, Seller Property in such manner as the Vendor shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserthink fit.

Purchaser’s Default. If, at If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement or prior if Purchaser shall fail to Closing, for any reason ------------------- other than termination hereof make the additional deposit pursuant to a right granted Section 2.3(b) if the same becomes due and such failure continues for two Business Days after the giving of notice thereof by Seller, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to Purchaser hereunder to do so or because of an uncured default and retained by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages; and (c) except for matters specifically surviving the termination of this Agreement, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such defaultno further obligations to each other. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soPURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, then neither party shall have any further rightsTHAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. SUBJECT TO SECTION 11.8, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser)PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, and the Letter of Credit shall be returned to PurchaserAT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or If the sale contemplated hereby is not consummated because of an uncured a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller (i) Purchaser refuses has performed or fails to consummate the purchase tendered performance of the Hotel pursuant to all of its material obligations in accordance with this Agreement, or then: (iia) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and shall terminate; (b) the Escrow Agent written notice thereof, in which event neither party shall have Deposit (including any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of PurchaserNon-Refundable Amount) and Seller shall be entitled paid to receive the Xxxxxxx Money from the Escrow Agent and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser hereby acknowledging that shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the amount of damages resulting from breach Property in accordance with the terms of this Agreement by and shall not limit the obligations of Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soSections 5.1, then neither party shall have any further rights5.3, duties 9.1, 11.8 or obligations hereunder (except to the extent 11.18 of this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserAgreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to 7.1 If the Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate pay on any due date of any instalment or other monies which the purchase Purchaser may in terms hereof be obliged to pay, or commits any other breach of any of the Hotel pursuant to terms and conditions of this Agreement, agreement (or (ii) Purchaser shall otherwise fail in any material respect to perform of any of its material obligations.or agreements as the rules and when required hereunderregulations to which the Purchaser is subject in respect of the land and/or building, including the Property), the Seller shall be entitled, without prejudice to any other remedies that it may have at law, if the Purchaser fails to remedy such breach, default or ifnon-payment, at or prior within 10 (Ten) days of dispatch to Closing, any representation or warranty made by or on behalf the Purchaser of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereofper prepaid registered or certified post or delivery of such written notice to the Purchaser by hand or transmission to the Purchaser by fax, calling upon the Purchaser to so remedy (save that the Seller shall not be obliged to give any notice where the breach is non-payment of the deposit): 7.1.1 to cancel this agreement, retake possession of the Property and/or; 7.1.2 claim all damages suffered by reason of the Purchaser's breach of contract, in which event neither party shall have any further rightsevent, duties or obligations hereunder (except to pending the extent this Agreement may specifically provide for determination of such damages, the survival of certain obligations of Purchaser) and Seller shall be entitled to receive retain in pledge, as security for the Xxxxxxx Money from due payment by the Escrow Agent Purchaser of such damages, all amounts paid by the Purchaser in terms of this agreement, and immediately the Seller's claim for damages shall have been established, there shall be set off and credited against such damages the aforesaid amounts retained by the Seller, provided that should such retained amounts exceed the damages so due to the Seller, the Seller shall refund the excess to the Purchaser, but, that should the said damages exceed the said amounts retained, the Purchaser shall be obliged to pay the amount of the shortfall to the Seller on demand; and/or 7.1.3 claim payment of all arrear payments then due and retain all payments already made by the Purchaser to the Seller prior thereto, as a penalty or as liquidated damages; or to claim immediate payment of the full balance of the purchase price, interest and all other amounts payable by the Purchaser in terms of this agreement. 7.2 If this agreement is cancelled as hereinbefore provided, the Purchaser and all persons claiming a right of occupation through the Purchaser, shall forthwith be obliged to vacate the Property and to deliver it to the Seller. No lease or other right of occupation in favour of the Purchaser shall be created or come into existence by virtue of this agreement. 7.3 If the Purchaser disputes the Seller's right to cancel this agreement, then pending the determination of such dispute, the Purchaser shall be obliged to continue to pay all amounts payable by him in terms of this agreement on the due dates thereof and the Seller shall be entitled to accept such payments without prejudice to its rights of cancellation as aforesaid. If such dispute is decided in favour of the Seller then such amounts so received by the Seller after cancellation as aforesaid shall be deemed to have been paid to the Seller prior to cancellation. 7.4 The Purchaser warrants that all information given by the Purchaser in respect of any application for a loan for the purposes of funding the purchase of the Property will be true and correct in all respects. Should the Purchaser hereby acknowledging that the amount of damages resulting from be in breach of this Agreement by warranty then, without prejudice to any other rights the Seller may have arising from such breach, the Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except ipso facto forfeit to the extent Seller all amounts paid by it on account of the purchase price (including interest thereon) and hereby irrevocably instructs the Conveyancers to release to the Seller such amounts plus such interest. 7.5 Should this Agreement may specifically provide agreement be cancelled in terms of this clause the Purchaser shall not be entitled to claim or receive any compensation whatsoever from the Seller for any alterations, additions or improvements effected to or on the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserProperty save only as otherwise provided by law.

Purchaser’s Default. IfPurchaser shall notify Icon immediately upon the existence of any of the following, at or prior to Closingeach, for any reason ------------------- other than termination hereof pursuant to a right granted to “Purchaser hereunder to do so or because of an uncured default by Seller Default:” (i) Except as set forth in Section 7(b) above, Purchaser refuses shall fail to pay all or fails to consummate the purchase any portion of the Hotel Minimum Payment on the Expiration Date; (ii) Purchaser shall fail to comply with any of its covenants set forth in this Agreement; (iii) Purchaser shall fail to perform any terms or agreements contained in this Agreement or in any other document or instrument executed or delivered in connection herewith, including Purchaser’s obligation to pay the Purchase Price for Media Advertising provided pursuant to this Agreement, on the payment terms set forth in Section 4 above; (iv) Any representation or (ii) warranty of Purchaser in this Agreement or in any other document or instrument executed or delivered in connection herewith, shall otherwise fail have been false in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect the date when made or deemed to have been made or repeated; (v) Purchaser shall be in default under any other agreements Purchaser may now or hereafter have with Icon; (vi) Purchaser shall fail to pay at maturity or when ratified at Closingotherwise payable in whole or in part, then Selleror within any applicable period of grace, any obligation involving more than One Million and 00/100 Dollars ($1,000,000.00) in the aggregate for borrowed money or credit received, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such obligation, for such period of time as its sole and exclusive remedywould permit (assuming the giving of any appropriate notice required) the holder or holders thereof or of any obligations issued there under to accelerate the maturity thereof; (vii) There shall occur a change in Purchaser’s business, financial condition, results of operations or prospects which has had or could reasonably be expected to have a Material Adverse Effect on Purchaser; (viii) Purchaser shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide make an assignment for the survival benefit of certain obligations creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of Purchaser or of any substantial part of Purchaser) and Seller ’s assets or shall commence any case or other proceeding relating to Purchaser under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any the foregoing, or if any such petition or application shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would filed or any such case or other proceeding shall be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. commenced against Purchaser; and (ix) Notwithstanding the foregoing, in a “Purchaser Default” shall not be deemed to have occurred under subsections: (a) 10(a)(i), (ii) or (iii) involving a payment of money, unless Purchaser shall fail to pay to Icon all or any portion of a payment when due, and such failure shall not be cured within ten (10) business days of the event date Purchaser first receives written notice of such failure from Icon; and (b) 10(a)(ii) or (iii) with respect to any default failure by Purchaser there under this Agreement due to not involving a breach payment of money, unless such failure shall not be cured by Purchaser within thirty (30) days after Closing or any termination hereof Purchaser first has notice of any covenant or indemnity which survives the Closing or any termination hereof, such failure (or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do sofailure cannot reasonably be cured within thirty (30) days, then neither party for such longer period not to exceed an additional sixty (60) days as shall have any further rights, duties or obligations hereunder (except be required to the extent this Agreement may specifically provide for the survival of certain obligations of Purchasercure such failure), and the Letter of Credit provided, however, that Purchaser shall at all times be returned diligently attempting to Purchasercure such failure.

Purchaser’s Default. If, at In the event Purchaser shall fail to comply with any of its obligations to be performed by Purchaser hereunder on or prior to Closingthe Closing Date, after a thirty (30) day cure period after notice from Seller which includes a reasonably detailed identification of such failure, the Xxxxxxx Money and all interest earned thereon shall be paid to Seller as liquidated damages in lieu of all other remedies available to Seller and this Agreement, including the Option, shall become null and void with neither party having any further rights or liabilities hereunder, except as provided for any reason ------------------- other than termination hereof pursuant to a right granted to in this Agreement. Seller and Purchaser hereunder to do so or because of an uncured default by Seller acknowledge and agree that (i) Purchaser refuses or fails it would be extremely difficult to consummate accurately determine the purchase amount of damages suffered by Seller as a result of Purchaser's default hereunder; (ii) the Hotel pursuant Xxxxxxx Money and all interest earned thereon is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages for Purchaser's default under this Agreement; and (iii) retention by Seller of such amounts upon Purchaser's default hereunder shall not constitute a penalty or forfeiture. 5.1.1 Notwithstanding anything to the contrary contained in this Section 5.1, Seller and Purchaser agree that this liquidated damages provision is not intended to (i) apply to any default or breach by Purchaser under Article 3 hereof, or (ii) limit Purchaser’s obligations under Section 8.1 hereof. In the event Purchaser fails to perform or satisfy its obligations under Article 3, a default shall not be deemed to have occurred unless Purchaser has failed to cure such default within thirty (30) days of its receipt of a written notice from Seller specifying the nature of this default; provided, however, defaults which are not capable of being cured within such 30-day period, the Purchaser shall otherwise fail in any material respect not be deemed to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser defaulted under this Agreement due if it has commenced to cure the alleged default within such 30-day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured, but in no event shall such cure period exceed ninety (90) days of its receipt of written notice from Seller specifying the nature of default. If Purchaser has not cured or remedied a breach after Closing or any termination hereof of any covenant or indemnity which survives default under Article 3 within the Closing or any termination hereoftimeframes provided for herein, or if the Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and may seek all rights and remedies available at law or in equity by reason of equity, including specific performance and, if Seller prevails on any such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soclaim, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit Seller shall be returned paid its reasonable attorney’s fees as determined by the court in an amount not to Purchaserexceed $25,000.00.

Purchaser’s Default. IfIf (i) Purchaser has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at or any time prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or is in fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its covenants or obligations under this Agreement in any material obligations.or agreements as and when required hereunderrespect, which breach or default is not caused by a Seller Default, or if(iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to ClosingClosing (each, any representation or warranty made by or on behalf a “Purchaser Default”), and Purchaser has not cured such Purchaser Default within three (3) Business Days after Purchaser’s receipt of written notice of such Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDefault from Seller, then Seller, as its sole and exclusive remedy, shall have the right may elect (i) to terminate this Agreement by giving Purchaser and the Escrow Agent providing written notice thereofto Purchaser, in which event neither party case Purchaser shall cause Escrow Agent to disburse the Xxxxxxx Money to Seller within two (2) Business Days after such termination, and Seller and Purchaser shall have any no further rights, duties rights or obligations hereunder under this Agreement, except those which expressly survive such termination or (except ii) proceed to the extent Closing pursuant to this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Agreement, in which case Seller shall be entitled deemed to receive have waived such Purchaser Default. Purchaser’s obligation to cause Escrow Agent to disburse the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when madesurvive such termination. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, Seller shall have any and all rights and remedies available at law or in equity by reason of such defaultTHE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soACCORDINGLY, then neither party shall have any further rightsSELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser)HOWEVER, and the Letter of Credit shall be returned to PurchaserTHAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS OF PURCHASER WHICH EXPRESSLY SURVIVE SUCH TERMINATION.

Purchaser’s Default. If, at or prior In the event Purchaser should fail to Closing, consummate the transaction contemplated herein for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured except material default by Seller, the Seller (i) shall retain the First Deposit, such sum being agreed upon as liquidated damages for the failure of Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as the duties, liabilities, and when required hereunder, or if, at or prior to Closing, any representation or warranty made obligations imposed upon it by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole the terms and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach provisions of this Agreement and because of the difficulty, inconvenience and uncertainty of ascertaining actual damages. The maximum liability that the Purchaser has with respect to a default by Purchaser would hereunder is loss of the First Deposit and no other damages, right, or remedies shall in any case be difficult or impossible accurately to ascertaincollectible, and Seller agrees to accept and take the Title Company First Deposit as its total damages in relief hereunder in such event. In such event, Seller shall immediately deliver return to Purchaser the Letter of Credit Second Deposit and Third Deposit to extent previously paid by Purchaser to Seller. Notwithstanding the foregoing, No delay or omission in the event exercise of any default right or remedy accruing to Seller upon any breach by Purchaser under this Agreement due shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Seller of any condition or the breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other condition or of any subsequent breach after Closing of the same or any termination hereof of any other term, covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser condition herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchasercontained.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase Section 8.1 of the Hotel pursuant Agreement is hereby deleted and replaced with the following: “If Purchaser defaults under this Agreement, including in its obligation to proceed to Closing in accordance with this Agreement, or if any condition set forth in Section 6.3 is not satisfied due to a default by Purchaser and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is not satisfied by the later of the (i) the Closing Date and (ii) the date fifteen (15) business days after Seller has given Purchaser shall otherwise fail in any material respect to perform any written notice of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closingthe same, then Seller shall be entitled to total damages from Purchaser equal to Seven Million and 00/100 Dollars ($7,000,000.00) as full and complete liquidated damages (the “Purchaser LDs”), and as the exclusive and sole right and remedy of Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event event, this Agreement shall terminate and neither party shall have any further rights, duties obligations or obligations hereunder (except liabilities to the extent other party, except for obligations that expressly survive termination of this Agreement may specifically provide for Agreement. Upon such a termination, the survival of certain obligations of Purchaser) and Seller shall be entitled to receive retain the Xxxxxxx Money from Deposit, and the Escrow Agent Deposit shall be credited against, and counted toward, Purchaser’s obligation under this Section to pay the Purchaser LDs to Seller. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the Purchaser LDs, as liquidated damages, constitute a fair and reasonable approximation. Seller and Purchaser hereby acknowledging that the amount waives any right to recover damages (whether actual, consequential, punitive or other) as a result of damages resulting from breach of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event as a result of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereofconditions set forth in Section 6.3 not being satisfied, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserPurchaser LDs as described in this Section 8.1.

Purchaser’s Default. IfIf Purchaser is in default under this Contract, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to may terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereofContract, in which event neither party the Deposit shall have any further rightsbe forfeited and retained on behalf of Seller, duties or and both parties shall, except as otherwise provided herein, thereafter be released from all obligations hereunder hereunder. It is agreed that, except as otherwise provided in this subpart (a) and in subparts (c) and (d) below and except with respect to the extent this Agreement may specifically provide indemnification by Purchaser in Sections 10, 12 and 27 above, such payments and things of value are LIQUIDATED DAMAGES and are SELLER’S SOLE AND ONLY REMEDY for Purchaser’s failure to perform the survival of certain obligations of this Contract prior to the Closing. Except as otherwise provided in this Contract, Seller expressly waives the remedies of specific performance and additional damages with respect to a default by Purchaser. Notwithstanding the foregoing or any other contrary provision of this Contract, Seller’s right to file a claim against Purchaser in accordance with any provision of this Contract pursuant to which Purchaser agrees to indemnify, hold harmless and defend Seller from and against any losses, costs, claims, causes of action or liabilities of any kind or nature, or pursuant to which Purchaser waives any rights or claims that it may have against Seller, shall survive for twelve (12) months after any termination of this Contract, and shall be and remain fully enforceable against Purchaser for said twelve (12) month period in accordance with the terms of this Contract and applicable laws. Notwithstanding the foregoing or any other indemnity provision contained herein, Purchaser shall not be liable for and Seller shall not be entitled to receive the Xxxxxxx Money recover from the Escrow Agent as liquidated damagesPurchaser exemplary, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertainpunitive, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoingspecial, in the event of any default by Purchaser under this Agreement due to a breach after Closing indirect, consequential, lost profits or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserother damages.

Purchaser’s Default. IfIf (i) Purchaser has not deposited the Deposit (including the initial Deposit and the additional Deposit) within the time periods provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, which breach or default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to ClosingClosing (each, for any reason ------------------- other than termination hereof pursuant to a right granted to "Purchaser hereunder to do so or because Default"), and Purchaser has not cured such Purchaser Default within ten (10) days after Purchaser's receipt of an uncured default by Seller (i) written notice of such Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDefault from Seller, then Seller, as its sole and exclusive remedy, shall have the right may elect to terminate this Agreement by giving Purchaser and the Escrow Agent providing written notice thereofto Purchaser, in which event neither party case Purchaser shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the cause Escrow Agent as liquidated damagesto disburse the Deposit to Seller within two (2) Business Days after such termination, and Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult shall have no further rights or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser obligations under this Agreement due Agreement, except those which expressly survive such termination. Purchaser's obligation to a breach after Closing or any termination hereof of any covenant or indemnity which survives post the Closing or any termination hereof, or if Deposit with and to cause Escrow Agent to disburse the Deposit to Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when madesurvive such termination. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, Seller shall have any and all rights and remedies available at law or in equity by reason of such defaultTHE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soACCORDINGLY, then neither party shall have any further rightsSELLER AND PURCHASER AGREE AFTER NEGOTIATION THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser)HOWEVER, and the Letter of Credit shall be returned to PurchaserTHAT THE PARTIES SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION.

Purchaser’s Default. If, at or prior If Purchaser shall fail to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to close as and when set forth in this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, Seller shall have the right to terminate this Agreement by upon giving Purchaser and the Escrow Agent written notice thereofto Purchaser, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from instruct the Escrow Agent to pay the Deposit (together with any interest earned thereon) to Seller as liquidated damages, and, after Seller has received the Deposit, both parties shall be relieved of and Purchaser hereby acknowledging that released from any further liability hereunder other than those obligations which expressly survive the amount of damages resulting from breach termination of this Agreement by Purchaser would Agreement. Furthermore, Seller agrees that in no event shall it be difficult entitled to, seek or impossible accurately to ascertainobtain any other damages of any kind, and the Title Company shall immediately deliver the Letter of Credit to Sellerincluding, without limitation, consequential, speculative or punitive damages. Notwithstanding the foregoing, this Section 10.2 shall not limit Seller’s right and claim against Purchaser for any portion of the total Deposit which is not paid to Seller to the extent Seller is entitled thereto, or if Purchaser shall default in the event of any default by Purchaser obligations under this Agreement due to a or be in breach after Closing or any termination hereof of any covenant indemnity that survives Closing (as opposed to any such breach or indemnity default of Purchaser’s obligations before Closing, for which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned no remedy other than with respect to Purchaser’s failure to close hereunder as set forth above in this Section 10.2). The terms and conditions of this Section 10.2 shall survive the Closing. THE PARTIES AGREE THAT THE SELLER'S ACTUAL DAMAGES WOULD BE DIFFICULT TO ASCERTAIN AND THAT THE DEPOSIT IS THE PARTIES' BEST AND GOOD FAITH ESTIMATE OF SUCH DAMAGES AND NOT A PENALTY.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) If Purchaser shall otherwise fail be in default of any material respect obligations imposed upon Purchaser by this Agreement and the Closing shall not timely occur as a result thereof, and the Seller has performed or has offered to perform its obligations hereunder or if there is a material breach of any of its material obligations.or agreements as Purchaser's representations and when required hereunderwarranties, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein then the Seller shall have the right to treat this Agreement as having been materially incorrect when made or when ratified at Closing, then breached by Purchaser and the Seller, as its 's sole and exclusive remedy, remedy on account of such breach shall have be the right to terminate this Agreement by giving written notice to Purchaser or Purchaser's attorney. Upon such termination (a) Purchaser shall forfeit all rights and claims with respect to the Property pursuant to this Agreement and to the Deposit; and (b) Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except remit the Deposit to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller. The Seller and Purchaser hereby acknowledging agree that payment of the amount of Deposit to the Seller shall be deemed to be fair and adequate, but not excessive, liquidated damages resulting from breach of this Agreement by based upon the following considerations which the Seller and Purchaser agree would be difficult or impossible accurately constitute damages to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of Seller for any default by Purchaser under this Agreement due but which are impossible to a breach after Closing or any termination hereof quantify, to wit: (i) the removal of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection Property from the real estate market together with the transaction contemplated herein was materially incorrect uncertainty of obtaining a new purchaser at the same or breached when madegreater purchase price; (ii) the expenses incurred by the Seller, including (but not by way of limitation) attorneys' fees, taxes, mortgage interest, and other items incidental to the maintenance of the Property until it is eventually sold; and (iii) all other expenses incurred by the Seller shall have any and all rights and remedies available at law or in equity by reason as a result of Purchaser's default. In the event of such default. If termination, Purchaser terminates this Agreement pursuant to a right granted shall immediately return all due diligence material, reports and studies delivered to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder by the Seller (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaserwithout Purchaser retaining copies thereof), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. IfIf (i) Purchaser has not deposited the Earnest Xxxxx xithin the time period provided in Section 3.3(a), (ii) at any time prior to the Closing, Purchaser is in material breach or default of its covenants or obligations under this Agreement, which breach or default is not caused by a Seller Default, or (iii) at the Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closingthe Closing (each, for any reason ------------------- other than termination hereof pursuant to a right granted to “Purchaser hereunder to do so or because Default”), and, if such Purchaser Default is the first Purchaser Default, Purchaser has not cured such Purchaser Default within three (3) Business Days after Purchaser’s receipt of an uncured default by Seller (i) written notice of such Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDefault from Seller, then Seller, as its sole and exclusive remedy, shall have the right may elect to terminate this Agreement by giving Purchaser and the Escrow Agent providing written notice thereofto Purchaser, in which event neither party case Purchaser shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the cause Escrow Agent as liquidated damagesto disburse the Earnest Xxxxx xo Seller within two (2) Business Days after such termination, and Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult shall have no further rights or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser obligations under this Agreement due Agreement, except those which expressly survive such termination. Purchaser’s obligation to a breach after Closing or any termination hereof of any covenant or indemnity which survives cause Escrow Agent to disburse the Closing or any termination hereof, or if Earnest Xxxxx xo Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when madesurvive such termination. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, Seller shall have any and all rights and remedies available at law or in equity by reason of such defaultTHE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soACCORDINGLY, then neither party shall have any further rightsSELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE EARNEST XXXXX XS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser)HOWEVER, and the Letter of Credit shall be returned to PurchaserTHAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

Purchaser’s Default. If, at If the Meditrust Entities shall have performed or prior tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to Closing, for any reason ------------------- purchase the Assets in accordance with the terms of this Agreement other than termination hereof pursuant its failure to a right granted obtain the Connecticut Consents, THEN (a) this Agreement shall terminate; (b) the Deposit shall be promptly paid to Purchaser hereunder to do so or because of an uncured default and retained by Seller the Sellers as liquidated damages; and (c) except for (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall otherwise fail have no further obligations to each other. If the Meditrust Entities shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in any material respect its obligation to perform any purchase the Assets in accordance with the terms of this Agreement solely as a result of its material obligations.or agreements failure to obtain the Connecticut Consents, THEN (a) this Agreement shall terminate; (b) Five Million Dollars ($5,000,000) of the Deposit shall be promptly paid to and retained by the Sellers as liquidated damages and when required hereunderthe balance of the Deposit shall be paid to the Purchaser; and (c) except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, or if, at or prior to Closing, any representation or warranty made by or on behalf of the Sellers and the Purchaser herein shall have been materially incorrect when made or when ratified at Closingno further obligations to each other. THE PURCHASER AND THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO THE SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, then SellerTHAT THE AMOUNTS SET FORTH HEREIN REPRESENT THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND THE SELLERS AGREE THAT EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER SET FORTH IN THE PURCHASER'S DOCUMENTS, THE SELLERS' RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SELLERS' SOLE REMEDY, AT LAW AND IN EQUITY, FOR ANY BREACH BY THE PURCHASER OF THE TERMS OF THIS AGREEMENT. 20. Exhibit A-1 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT 2. 21. Exhibit H-12 to the Purchase and Sale Agreement is hereby deleted in its sole entirety and exclusive remedyrestated in the form attached hereto as EXHIBIT H-12 and Exhibit H-17 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT H-17. 22. Exhibit I-5 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT I-5 and Exhibit L-1 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT L-1. 23. Exhibit N-11 to the Purchase and Sale Agreement is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT N-11 and Exhibit N-17 to the Purchase and Sale Agreements is hereby deleted in its entirety and restated in the form attached hereto as EXHIBIT N-17. 24. Exhibit YY-1 to the Purchase and Sale Agreement is amended to reflect the correction disclosed in Item 1 of the Correction Notice. 25. Exhibit RR-1 to the Purchase and Sale Agreement is amended to reflect the correction disclosed in Item 2 of the Correction Notice. 26. The footnote on Xxxxxxx XX-0 of the Purchase and Sale Agreement is hereby deleted in its entirety. 27. Exhibit DD to the Purchase and Sale Agreement is amended to reflect the correction disclosed in Item 3 of the Correction Notice. 28. The Purchaser acknowledges and agrees that (i) the Study Period expired on February 26, shall have 2001, (ii) the Purchaser's right to terminate this the Purchase and Sale Agreement by giving in accordance with the terms of Section 4.2 of the Purchase and Sale Agreement has expired (without the Purchaser exercising such right), (iii) the Purchaser did not identify any other Consents prior to the expiration of the Study Period, (iv) the Purchaser has received a Borrower Estoppel Certificate from the Borrower under the Tustin, CA Loan and Tenant Estoppel Certificates from the Tenants under the Harborside Leases and the Escrow Agent written notice thereof, Lakeview Leases (all in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchasersatisfactory form), and the Letter Meditrust Entities have no further obligations under the Purchase and Sale Agreement to attempt to obtain or deliver any Borrower Estoppel Certificates or Tenant Estoppel Certificates to the Purchaser, (v) all Closing Conditions relating to Borrower Estoppel Certificates and Tenant Estoppel Certificates have been satisfied, (vi) the Purchaser has received the Marlton Consent (in satisfactory form) and all Closing Conditions relating to the Marlton Consent have been satisfied, (vii) the Purchaser has received the Marlton Ground Lessor's Estoppel Certificate and, except as expressly set forth below, all Closing Conditions relating to the Marlton Ground Lessor's Estoppel Certificate have been satisfied, (viii) the Purchaser has received the Brookline Ground Lessor's Estoppel Certificate (in satisfactory form) and the Meditrust Entities have no further obligations under the Purchase and Sale Agreement relating to the Brookline Ground Lessor's Estoppel Certificate and (IX) the Purchaser has received the Wethersfield Ground Lessor's Estoppel Certificate (in satisfactory form) executed by one of Credit the parties comprising the Wethersfield Ground Lessor and, except as expressly set forth below, all Closing Conditions relating to the Wethersfield Ground Lessor's Estoppel Certificate have been satisfied. Notwithstanding the foregoing and notwithstanding anything to the contrary set forth in the Purchase and Sale Agreement, the Sellers acknowledge and agree that the Sellers (1) shall deliver to the Purchaser a written acknowledgment from the Marlton Ground Lessor that the monetary defaults identified by the Marlton Ground Lessor on Exhibit D attached to the Marlton Ground Lessor's Estoppel Certificate have been cured (or any other satisfactory evidence demonstrating payment thereof) and (2) shall use their best efforts to obtain and deliver to the Purchaser evidence of the probate of the estate of Xxxx Xxxxxxx and the identity of her beneficiaries thereunder and a revised Wethersfield Ground Lessor's Estoppel Certificate revised to correctly identify the beneficiaries of the estate of Xxxx Xxxxxxx and executed by all parties comprising the Wethersfield Ground Lessor. 29. If requested by the Purchaser, the Meditrust Entities shall use their best efforts to obtain a joinder by the Wethersfield Ground Lessor in any mortgage to be granted by New Meditrust-LLC (or its successor in interest) subsequent to the Closing; PROVIDED, HOWEVER, that (i) any such joinder must be consistent with the terms of the Wethersfield Ground Lease, (ii) the delivery of any such joinder shall not be a Closing Condition and (iii) the Meditrust Entities shall not be obligated to file any litigation seeking to compel the Wethersfield Ground Lessor to deliver such joinder. 30. All of the parties hereto (including, without limitation, Meditrust-California) acknowledge and agree that Meditrust-California is hereby added as a signatory to the Purchase and Sale Agreement. 31. The Allocated Value Schedule is hereby amended by multiplying each Allocated Value listed thereon by a fraction the numerator of which is 452,000,000 and the denominator of which is 467,600,000. 32. The Meditrust Entities (a) acknowledge receipt of the Title Objection Notice, a copy of which is attached hereto as EXHIBIT 3, (b) reserve the right to contest whether the matter described in the Title Objection Notice relating to the Erie, PA Leased Property constitutes a valid Purchaser Title Objection and (c) waives the right to contest whether any other matters described in the Title Objection Notice constitute valid Purchaser Title Objections. The Purchaser acknowledges and agrees that notwithstanding anything to the contrary that may be set forth in the Title Objection Notice, the Purchaser waives all rights to object to any failure by any of the Meditrust Entities to file or continue any Financing Statements. The Purchaser shall use its best efforts to deliver, or cause the Title Company to deliver, to the Sellers, on or before March 12, 2001, a list in such detail that is practically available, setting forth the amount of Real Estate Taxes that, as of the latest effective date of the title commitment for each of the Leased Properties, is due and payable and remains unpaid. To the maximum extent possible, such list shall show for each of the Leased Properties the tax fiscal periods for which any Real Estate Taxes remain due and payable, the due date thereof and the later date, if any, after which interest and penalties begin to accrue. The Purchaser shall promptly provide to the Sellers any other additional information relating to any past due and payable Real Estate Taxes relating to the Leased Properties that the Purchaser may receive from and after March 12, 2001. The Purchaser shall thereafter cause the Title Company to deliver an updated list to the Sellers three (3) Business Days prior to the scheduled Closing Date to set forth the status of the payment of Real Estate Taxes affecting the Leased Properties through such scheduled Closing Date. Nothing contained in this paragraph shall be returned deemed to Purchaserlimit or modify the obligations set forth under Section 8.4 of the Purchase and Sale Agreement. 33. A copy of that certain e-mail message sent from Xxxxxxxx Xxxxxxx to Xxxxxxx Xxxxxxxxxx on February 8, 2001 (which message is defined in the Purchase and Sale Agreement as the Correction Notice) is attached hereto as EXHIBIT 4. 34. A copy of the Capital Addition Disclosure List (as defined under the Purchase and Sale Agreement as of the execution and delivery of this Amendment) is attached hereto as EXHIBIT 5. 35. A copy of the Environmental List (as defined under the Purchase and Sale Agreement as of the execution and delivery of this Amendment) is attached hereto as EXHIBIT 6. 36. A copy of that certain letter dated February 23, 2001 from Xxxxxxxx Xxxxxxx to Xxxxxxx Xxxxxxxxxx, excluding all enclosures referred to therein (which letter is defined in the Purchase and Sale Agreement as the Disclosure letter), is attached hereto as EXHIBIT 7. 37. This Amendment shall be deemed to amend the Purchase and Sale Agreement solely as expressly set forth herein and, as amended hereby, the Purchase and Sale Agreement is hereby ratified, approved and confirmed in every aspect and is valid, binding and in full force and effect. 38. This Amendment shall be binding upon the Meditrust Parties, the Subsidiaries and the Purchaser and all of their respective successors and assigns. 39. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 40. This Amendment may be executed in any number of counterparts and it shall be sufficient that the original or facsimile signature of each party appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement. 41. EXHIBITS 1A, 1B, 2 through 7, X-00, X-00, X-0, X-0, X-00 and N-17 attached hereto are hereby incorporated herein as a material part hereof.

Purchaser’s Default. If, at or prior to Closing, In the event Purchaser terminates this Purchase Contract following the Feasibility Period for any reason ------------------- other than Seller's inability to convey title as required by this Purchase Contract, or defaults hereunder prior to the Closing Date and consummation of the Closing does not occur by reason of such termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Purchaser, Seller (i) and Purchaser refuses or fails agree that it would be impractical and extremely difficult to consummate estimate the purchase damages which Seller may suffer. Therefore, Seller and Purchaser hereby agree that, except as expressly set forth herein and except for the Purchaser's liability under Sections 5.3 and 5.4, the reasonable estimate of the Hotel pursuant to total net detriment that Seller would suffer in the event that Purchaser terminates this Agreement, Purchase Contract or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or defaults hereunder prior to Closing, any representation or warranty made by or on behalf of Purchaser herein the Closing Date is and shall have been materially incorrect when made or when ratified at Closing, then Sellerbe, as its Seller's sole and exclusive remedyremedy (whether at law or in equity), shall have the right to terminate this Agreement by giving Purchaser and receive from the Escrow Agent written notice thereofand retain the full amount of the Deposit. The payment and performance of the above as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the applicable event, in which event except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4, irrespective of the time when the inquiry about such damages may take place. Upon any such failure by Purchaser hereunder, this Purchase Contract shall be terminated, and neither party shall have any further rights, duties rights or obligations hereunder (hereunder, each to the other, except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4 above, and the right of Seller to collect such liquidated damages to the extent this Agreement may specifically provide for the survival of certain obligations of not theretofore paid by Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.12.2

Purchaser’s Default. IfExcept as provided in this Paragraph 16, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because in the event of an uncured default by Seller (i) Purchaser refuses or fails to consummate under the purchase terms of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its ’s sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller remedy shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller damages and Purchaser thereafter the parties hereto shall have no further rights or obligations hereunder whatsoever. It is hereby acknowledging agreed that Seller’s damages will be difficult to ascertain and that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertainXxxxxxx Money constitutes a reasonable liquidation thereof and is intended not as a penalty, and the Title Company shall immediately deliver the Letter of Credit to Sellerbut as fully liquidated damages. Notwithstanding the foregoing, Seller agrees that in the event of any a default by Purchaser Purchaser, it shall not initiate any proceeding to recover damages from Purchaser, but shall limit its recovery to the receipt and retention of the Xxxxxxx Money. The limitations on Purchaser’s liability under this Agreement Paragraph 16 shall be inapplicable to the liability of Purchaser for payments, if any, due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein to Seller under Paragraphs 4, 15, 22 and 29 hereof. However, the foregoing provisions of this Paragraph 16 shall not be deemed to prohibit or in connection limit Seller’s right to seek actual, compensatory damages, post-Closing, with respect to Purchaser’s breach of Purchaser’s representations or warranties under this Agreement, and shall not be deemed to prohibit or limit Seller’s right to seek damages, the transaction contemplated herein was materially incorrect remedy of specific performance (other than the right to seek specific performance of the purchase itself), injunction or breached when made, Seller shall have other appropriate relief with respect to any and all rights and remedies available at law breach of Purchaser’s obligations under Paragraph 15 or in equity by reason under any provision of such default. If Purchaser terminates this Agreement pursuant to a right granted which Purchaser has agreed to Purchaser hereunder to do soindemnify, then neither party shall have defend, or hold harmless Seller, its affiliates and/or successors for any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchasermatters.

Purchaser’s Default. IfIf (i) Purchaser has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its covenants or obligations under this Agreement, which default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to ClosingClosing (each, for any reason ------------------- other than termination hereof pursuant to a right granted to “Purchaser hereunder to do so or because Default”), and Purchaser has not cured such Purchaser Default within three (3) Business Days after Purchaser’s receipt of an uncured default by Seller (i) written notice of such Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDefault from Seller, then Seller, as its sole and exclusive remedy, shall have the right may elect to terminate this Agreement by giving Purchaser and the Escrow Agent providing written notice thereofto Purchaser, in which event neither party case Purchaser shall have any further rights, duties or obligations hereunder (except cause Escrow Agent to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive disburse the Xxxxxxx Money from the Escrow Agent as liquidated damagesto Seller within two (2) Business Days after such termination, and Seller and Purchaser hereby acknowledging that shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the amount of damages resulting from breach Xxxxxxx Money to Seller shall survive such termination. The provisions of this Agreement by Purchaser would be difficult or impossible accurately to ascertainSection 12.2 shall survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, and the Title Company shall immediately deliver the Letter of Credit to THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of ’s Initials: Purchaser), and the Letter of Credit shall be returned to Purchaser.’s Initials:

Purchaser’s Default. IfSeller agrees to use commercially reasonable efforts to provide Purchaser prompt and reasonably specific written notice of any default by Purchaser (of which Seller has actual knowledge) within ten (10) days after Seller gains such actual knowledge of default, at or but any failure to give such notice shall in no way be deemed a waiver of such default. If prior to or at Closing Purchaser fails to perform or ​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, TX-XXXXX SPOILS TRACTS (EAST & WEST XXXXX PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, LLC) ​ breaches any of Purchaser’s material obligations or covenants under this Contract and such failure or breach is not cured by Purchaser by the date that is the earlier of the Closing Date or ten (10) days after Seller’s written notice to Purchaser reasonably describing the failure to perform of breach of covenant by Purchaser (except obligations due at Closing, for which no notice and cure is required) for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) the termination of this Contract by Seller or Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to any right to terminate expressly set forth in this AgreementContract (other than this Section), or (ii) Purchaser shall otherwise fail in any material respect Seller’s failure to perform any of its Seller’s material obligations.or agreements as obligations under this Contract, and when required such default or breach is not waived or deemed waived by Seller hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its Seller’s sole and exclusive remedyremedy (subject to Section 11(c) hereof), shall have the right to terminate this Agreement Contract by giving Purchaser and the Escrow Agent written notice thereofthereof to Purchaser, in which event the Independent Consideration shall be retained by and/or paid over to Seller and the Net Xxxxxxx Money shall be delivered to Seller as agreed compensation to Seller free and clear of all rights and claims of Purchaser with respect thereto, and neither party Purchaser nor Seller shall have any further rights, duties rights or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives Contract except the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason Surviving Obligations of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaserparty.

Purchaser’s Default. IfIn the event that Purchaser shall be in breach or default of any of its obligations under this Agreement thus preventing, at or prior otherwise fail to Closingproceed to, for any reason ------------------- other than termination hereof pursuant Closing in accordance herewith, and Seller is ready, willing and able to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to close under this Agreement, or then Seller may terminate this Agreement by delivering written notice thereof to Purchaser, and shall retain the Deposit (ii) Purchaser shall otherwise fail in plus any material respect to perform any of its material obligations.or agreements accrued interest thereon), as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as for its sole and exclusive remedyremedy in lieu of all other rights and remedies (including the right of specific performance), and as Seller's liquidated damages and not as a penalty, for Purchaser's failure to close and breach of this Agreement, and Seller, thereafter, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall not have any further rightsliability or obligation to Purchaser hereunder, duties nor shall Purchaser have any further liability or obligation to Seller hereunder, except for any liabilities or obligations hereunder (except to arising under Section 12(c) hereof. Any attendance or appearance at the extent this Agreement may specifically provide Closing by either party shall not nullify or void the provision herein for the survival alternative performance by payment of certain obligations of Purchaser) liquidated damages as Seller's sole and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, exclusive remedy. Seller and Purchaser hereby acknowledging each agrees that the amount of actual damages resulting to Seller from Purchaser's breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertainmeasure because of the uncertainties of the real estate market and fluctuations of property values and differences with respect thereto, and that the Title Company shall immediately deliver Deposit is a reasonable estimate of damages. In addition, notwithstanding anything to the Letter of Credit to Seller. Notwithstanding contrary in the foregoing, if and in the event that Purchaser has failed to pay the full amount of the Deposit as calculated in accordance with Section 2 hereof (including any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereofadditional deposits required hereunder), or if then Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have may pursue any and all rights and remedies which may be available at under law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant including the right to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), compel specific performance and the Letter of Credit shall be returned right to Purchasercollect damages.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to If Purchaser commits a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due and fails to a breach after cure such default within fifteen (15) days of receipt of written notice thereof from Seller, and Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity fails to occur by reason of such default, then in any such event, Title Company may be instructed by Seller to cancel the Escrow and Seller shall thereupon be released from its obligations hereunder. Purchaser and Seller agree that based upon the circumstances now existing, known and unknown, it would be impractical or extremely difficult to establish Seller's damage by reason of Purchaser's default. Accordingly, Purchaser and Seller agree that it would be reasonable at such time to award Seller "liquidated damages" equal to the total of all Xxxxxxx Money placed into escrow by purchaser pursuant to this Agreement less any of Title Company's charges. Seller and Purchaser acknowledge and agree that the applicable foregoing amounts of liquidated damages are reasonable as liquidated damages and shall be Seller's sole and exclusive remedy in lieu of any other relief, right or remedy, at law or in equity, to which Seller might otherwise be entitled by reason of Purchaser's default. Accordingly, if Purchaser fails to complete the purchase of the Property and such failure (a) continues for fifteen (15) days following receipt of written notice thereof from Seller and (b) constitutes a breach of this Agreement, then Seller may instruct Title Company to cancel the Escrow whereupon Seller shall be relieved from all liability hereunder, and, promptly following Title Company's receipt of such instruction, Title CORE/3502136.00 I 6/178404538.4 -13- DocuSign Envelope ID: 013404DF-AB60-4325-B59F-F15BDBD4A580 Company shall (i) cancel the Escrow, (ii) pay all of Title Company's charges from the total amount ofthe Xxxxxxx Money then held by Title Company and (iii) disburse to Seller the remaining balance of the Xxxxxxx Money. If Purchaser terminates Closing fails to occur for any reason other than Purchaser's default under this Agreement pursuant to a right granted Agreement, Title Company shall disburse to Purchaser hereunder all of the Xxxxxxx Money (less the Independent Consideration) then held by Title Company, plus the accrued interest thereon, less Purchaser's share of escrow cancellation charges. Without limiting the foregoing provisions of this paragraph, Seller waives any and all rights which Seller otherwise would have had under applicable law or in equity to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent specifically enforce this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserAgreement.

Purchaser’s Default. If, at If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or prior tendered performance of all of its material obligations in accordance with this Agreement and after the satisfaction or written waiver by Purchaser of each of the conditions precedent to Purchaser’s obligations to proceed to Closing, for then: (a) this Agreement shall terminate; (b) the Deposit (including any reason ------------------- other than termination hereof pursuant Non-Refundable Amount) shall be paid to a right granted to Purchaser hereunder to do so or because of an uncured default and retained by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages; and (c) except for Purchaser’s Surviving Obligations and Seller’s Surviving Obligations, Seller and Purchaser hereby acknowledging that shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the amount of damages resulting from breach Property in accordance with the terms of this Agreement by and shall not limit the obligations of Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soSections 5.1, then neither party shall have any further rights5.3, duties 9.1, 11.8 or obligations hereunder (except to the extent 11.18 of this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserAgreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) If Purchaser shall otherwise fail default in any material respect to perform any of its material obligations.or agreements as and when required hereunderobligation hereunder (which default is not cured within fifteen (15) days after demand by Seller), or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein Seller shall have been materially incorrect when made or when ratified at Closing, then Sellerthe right, as its sole and exclusive remedy, shall have the right to terminate its obligations under this Agreement by giving written notice thereof to Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive retain the Xxxxxxx Money from the Escrow Agent as liquidated damagesdamages (provided, Seller and Purchaser hereby acknowledging however, that the amount of damages resulting from breach of nothing in this Section 10.2 shall be intended to limit Purchaser’s specific indemnification obligations set forth in this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereofagreement related to this Agreement). PURCHASER AND SELLER ACKNOWLEDGE THAT SUCH LIQUIDATED DAMAGES ARE REASONABLE IN AMOUNT CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when madeINCLUDING THE PARTIES’ ESTIMATION OF THE POSSIBLE RANGE OF DAMAGES TO SELLER IN THE EVENT OF SUCH A BREACH, Seller shall have any and all rights and remedies available at law or in equity by reason of such defaultTHE DIFFICULTY AND IMPRACTICABILITY OF ASCERTAINING OR PROVING WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF SUCH DAMAGES AND THE DESIRE OF PURCHASER TO LIMIT ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT OF SUCH A BREACH. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.________________ SELLER _______________ PURCHASER ARTICLE 11

Purchaser’s Default. IfIf (i) Purchaser has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to the Closing, Purchaser is in material breach or default of its covenants or obligations under this Agreement, which breach or default is not caused by a Seller Default, or (iii) at the Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closingthe Closing (each, for any reason ------------------- other than termination hereof pursuant to a right granted to “Purchaser hereunder to do so or because Default”), and Purchaser has not cured such Purchaser Default within ten (10) days after Purchaser’s receipt of an uncured default by Seller (i) written notice of such Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at ClosingDefault from Seller, then Seller, as its sole and exclusive remedyremedies, may elect to terminate this Agreement by providing written notice to Purchaser, in which case Purchaser shall cause Escrow Agent to disburse the Xxxxxxx Money to Seller within two (2) Business Days after such termination, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the Xxxxxxx Money to Seller shall survive such termination. Notwithstanding the foregoing, Seller shall have the right to elect terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except accordance with Section 12.2 with respect to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled applicable Property affected by such Purchaser Default or with respect to receive the Xxxxxxx Money from the Escrow Agent as liquidated damagesall Properties upon such Purchaser Default. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertainTHE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, and the Title Company shall immediately deliver the Letter of Credit to SellerSELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. Notwithstanding the foregoingTHE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY (INCLUDING, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereofWITHOUT LIMITATION, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of PurchaserWITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3389), and the Letter of Credit shall be returned to Purchaser.BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER (INCLUDING, WITHOUT LIMITATION, PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677). IN FURTHER EVIDENCE OF THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION, SELLER AND PURCHASER HAVE INITIALED BELOW: SELLER INITIALS: PURCHASER INITIALS:

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination If Section 7.4 hereof pursuant to a right granted to shall not be applicable and Purchaser hereunder to do so or because of an uncured is in default by Seller (i) Purchaser refuses or and fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements obligations under this Agreement including, without limitation, a failure to fully and completely comply with the conditions to Closing set forth in Section 7.2(a) hereof, then the Deposit shall be promptly disbursed to Seller. Upon receipt of the Deposit by Seller, Seller shall retain the Deposit as liquidated damages, and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein Seller shall have been materially incorrect when made or when ratified at Closingno obligation to convey title to the Property to Purchaser, then and except as expressly provided in this Agreement, upon such disbursement of the Deposit to Seller, this Agreement shall be absolutely, automatically and completely null, void and of no further force or effect. Enforcement of Seller's right to receive the Deposit and the retention of the Deposit, when disbursed to, and retained by Seller as its liquidated damages, shall be Seller's sole and exclusive remedyremedy in the event of Purchaser's default hereunder. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE DEPOSIT REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES. Notwithstanding the foregoing, Seller shall have the right to terminate this Agreement by giving Purchaser and the Escrow Agent written notice thereofwaive any default of Purchaser, in which event neither party shall have whole or in part, in its sole and absolute discretion, and proceed to Closing without any further rights, duties credit or obligations hereunder (except adjustment to the extent this Agreement may specifically provide for the survival Purchase Price or further liability of certain obligations of Purchaser) and Seller shall be entitled Purchaser with respect to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach of this Agreement by Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. IfIf Purchaser shall be in default, at or prior hereunder and fail to Closingclose the transaction contemplated hereunder, for provided Purchaser has not exercised any reason ------------------- other than termination hereof pursuant of its rights to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to terminate this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein then the Seller shall have the right, if and only if Seller is ready, willing and able to convey title to the Properties in accordance with the terms of this Agreement, to treat this Agreement as having been materially incorrect when made or when ratified at Closing, then breached by Purchaser and the Seller, as its 's sole and exclusive remedy, remedy on account of such breach shall have be the right to terminate this Agreement by giving written notice to Purchaser or Purchaser's attorney. Upon such termination (a) Purchaser shall forfeit all rights and claims with respect to the Property pursuant to this Agreement and to the Deposit; and (b) Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except remit the Deposit to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller. The Seller and Purchaser hereby acknowledging agree that payment of the amount of Deposit to the Seller shall be deemed to be fair and adequate, but not excessive, liquidated damages resulting from breach of this Agreement by based upon the following considerations which the Seller and Purchaser agree would be difficult or impossible accurately constitute damages to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of Seller for any default by Purchaser under but which are impossible to quantify, to wit: (i) the removal of the Properties from the real estate market together with the uncertainty of obtaining a new purchaser at the same or greater purchase price; (ii) the expenses incurred by the Seller, including (but not by way of limitation) attorneys' fees, taxes, mortgage interest, and other items incidental to the maintenance of the Properties until they are eventually sold; and (iii) all other expenses incurred by the Seller as a result of Purchaser's default. In the event of such termination, Purchaser shall immediately return all due diligence material, reports and studies delivered to Purchaser by the Seller and this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned of no further force and effect except for those provisions expressly stated to Purchasersurvive termination of this Agreement.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to If Purchaser hereunder to do so or because of an uncured shall default by Seller (ia) Purchaser refuses or fails to consummate in the purchase payment of the Hotel pursuant Purchase Price or the performance of any of its other obligations to this Agreement, be performed on the Closing Date or (iib) Purchaser shall otherwise fail in any material respect to perform the performance of any of its material obligations.or agreements as and when required hereunderobligations to be performed prior to the Closing Date and, or ifwith respect to any default under this clause (b) only, at such default shall not be cured on or prior to Closingthe date that is five (5) Business Days after written notice to Purchaser, any representation or warranty made by or on behalf of Purchaser herein Purchaser’s attorney and Escrow Agent, then Seller shall have the right to treat this Agreement as having been materially incorrect when made or when ratified at Closing, then breached by Purchaser and Seller, as its ’s sole and exclusive remedy, remedy on account of such breach shall have be the right to terminate this Agreement by giving written notice to Purchaser or Purchaser’s attorney. Upon such termination (i) Purchaser shall forfeit all rights and claims with respect to the Property pursuant to this Agreement and to the Downpayment and (ii) Escrow Agent written notice thereof, in which event shall promptly remit the Downpayment to Seller; and thereupon neither party shall have any further rightsobligations or liabilities hereunder except those that expressly survive termination of this Agreement. In the event the payment of the Downpayment to Seller is delayed in connection with any litigation, duties or obligations hereunder (except then, in addition to receipt of the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Downpayment, Seller shall be entitled to receive judgment interest from Purchaser from date on which the Xxxxxxx Money from Downpayment would have otherwise been payable to Seller, but for such litigation (and such entitlement of Seller and obligation of Purchaser shall survive the Escrow Agent as liquidated damages, termination of this Agreement). Seller and Purchaser hereby acknowledging agree that payment of the amount of Downpayment to Seller shall be deemed to be fair and adequate, but not excessive, liquidated damages resulting from breach of this Agreement by (and not a penalty) based upon the following considerations which Seller and Purchaser agree would be difficult or impossible accurately constitute damages to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of Seller for any default by Purchaser but which are impossible to quantify, to wit: (A) the removal of the Property from the real estate market together with the uncertainty of obtaining a new purchaser at the same or greater purchase price; (B) the expenses incurred by Seller, including (but not by way of limitation) attorneys’ fees, taxes, mortgage interest, and other items incidental to the maintenance of the Property until it is eventually sold; and (C) all other expenses incurred by Seller as a result of Purchaser’s default. The Downpayment is not intended to cap amounts, if any, due Seller in respect of any indemnification from Purchaser that survives termination of or Closing under this Agreement Agreement. In the event of such termination, Purchaser shall promptly destroy all due diligence materials, reports and studies delivered to a breach after Closing Purchaser by Seller or any termination hereof broker, agent, representative or employee of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by (without Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaserretaining copies thereof), and the Letter of Credit shall be returned to Purchaser.

Purchaser’s Default. If, at or prior If the Closing fails to Closing, for any reason ------------------- occur because of the Purchaser’s default through no fault of Seller (other than as a result of Purchaser’s permitted termination hereof pursuant to a right granted to Purchaser hereunder to do so or because of an uncured default by Seller (i) Purchaser refuses or fails to consummate the purchase of the Hotel pursuant to this Agreement, or (ii) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing), then Seller shall be entitled to terminate this Agreement and the Title Company shall disburse the Xxxxxxx Money (including all interest accrued thereon) to Seller, and Seller shall be entitled, as its sole and exclusive remedyremedy hereunder, shall have the right to terminate retain said Xxxxxxx Money (including all interest accrued thereon) as full liquidated damages for such default, whereupon this Agreement shall become null and void and of no further force or effect, except for such provisions hereof that, by giving Purchaser and the Escrow Agent written notice thereofexpress terms hereof, in which event neither party shall have survive any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller shall be entitled to receive the Xxxxxxx Money from the Escrow Agent as liquidated damages, Seller and Purchaser hereby acknowledging that the amount of damages resulting from breach termination of this Agreement Agreement. It is hereby agreed that Seller’s damages in the event of a default by Purchaser would be difficult or hereunder are uncertain and impossible accurately to ascertain, and that the Title Company shall immediately deliver the Letter Xxxxxxx Money constitutes a reasonable liquidation of Credit such damages and is intended not as a penalty, but as full liquidated damages. Seller covenants not to Seller. Notwithstanding the foregoingbring any action or suit, whether legal or equitable, against Purchaser for damages or other redress in the event of any Purchaser’s default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do so, then neither party shall have any further rights, duties or obligations hereunder (except to the extent other than under an indemnity that by its terms survives termination of this Agreement may specifically provide for the survival of certain obligations of PurchaserAgreement). IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, and the Letter of Credit shall be returned to PurchaserSHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, OR ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Default. If, at or prior to Closing, for any reason ------------------- other than termination hereof pursuant to a right granted to Purchaser hereunder to do so or . If the sale contemplated hereby is not consummated because of an uncured a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller (i) Purchaser refuses has performed or fails to consummate the purchase tendered performance of the Hotel pursuant to all of its material obligations in accordance with this Agreement, or then: (iia) Purchaser shall otherwise fail in any material respect to perform any of its material obligations.or agreements as and when required hereunder, or if, at or prior to Closing, any representation or warranty made by or on behalf of Purchaser herein shall have been materially incorrect when made or when ratified at Closing, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by giving Purchaser and shall terminate; (b) the Escrow Agent written notice thereof, in which event neither party shall have any further rights, duties or obligations hereunder (except to the extent this Agreement may specifically provide for the survival of certain obligations of Purchaser) and Seller Deposit shall be entitled paid to receive the Xxxxxxx Money from the Escrow Agent and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser hereby acknowledging that shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the amount of damages resulting from breach Property in accordance with the terms of this Agreement by and shall not limit the obligations of Purchaser would be difficult or impossible accurately to ascertain, and the Title Company shall immediately deliver the Letter of Credit to Seller. Notwithstanding the foregoing, in the event of any default by Purchaser under this Agreement due to a breach after Closing or any termination hereof of any covenant or indemnity which survives the Closing or any termination hereof, or if Seller shall discover after Closing that any warranty or representation made by Purchaser herein or in connection with the transaction contemplated herein was materially incorrect or breached when made, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. If Purchaser terminates this Agreement pursuant to a right granted to Purchaser hereunder to do soSections 5.1, then neither party shall have any further rights5.3, duties 9.1, 11.8 or obligations hereunder (except to the extent 11.18 of this Agreement may specifically provide for the survival of certain obligations of Purchaser), and the Letter of Credit shall be returned to PurchaserAgreement.