Common use of Purchaser’s Remedies Clause in Contracts

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform defaults on its obligations pursuant hereunder, or Other Sellers default in their obligations under the Other Purchase and Sale Agreement, at or prior to this Agreement Closing for any reason except failure by Purchaser to perform hereunderreason, or if prior to Closing any one or more of Seller's ’s, or, with respect to the Other Purchase and Sale Agreements, Other Sellers’, representations or warranties or covenants are breached in any material respectrespect (subject to the provisions of Section 4.4 hereof and of the Other Purchase and Sale Agreements and the first sentence of Section 9.3 hereof and of the Other Purchase and Sale Agreements) and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder or the Other Sellers fail to consummate the sale of the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), Purchaser shall elect, as its sole remedyremedy hereunder, either to (ia) terminate this Agreement in its entirety by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, in which event Seller shall be liable to Purchaser for its out of pocket expenses incurred in connection with the transaction contemplated hereby, but not to exceed $1,700,000.00 plus such all-in rate lock costs (iiincluding, without limitation, swap and credit spreads) as Purchaser may have incurred in connection with the loan contemplated by the Fixed Rate Loan Term Sheet, (b) terminate this Agreement in part with respect to the Properties with respect to which Seller’s representations or warranties or covenants are breached (subject to Sections 7.2.1(4) and 7.2.2(9)), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for such Properties, (c) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiid) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement in its entirety if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller proceed otherwise on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such noticenotice that it intends to seek specific performance, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located New York County, New York within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IfEXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE SELLER ESTOPPELS AND/OR THE MEZZANINE LOAN, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.”

Purchaser’s Remedies. If Seller fails to perform defaults on its obligations pursuant hereunder, or Portfolio Seller defaults in its obligations under the Portfolio Purchase and Sale Agreement at or prior to this Agreement Closing for any reason except failure by Purchaser to perform hereunderreason, or if prior to Closing any one or more of Seller's ’s, or, with respect to the Portfolio Purchase and Sale Agreement, Portfolio Sellers’, representations or warranties or covenants are breached in any material respectrespect (subject to the provisions of Section 4.4 hereof and of the Portfolio Purchase and Sale Agreement and the first Sentence of Section 9.3 hereof and of the Portfolio Purchase and Sale Agreement), and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Membership Interests hereunder or Portfolio Seller fails to consummate the sale of the Portfolio Property under the Portfolio Purchase and Sale Agreement), Purchaser shall elect, as its sole remedyremedy hereunder, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, in which event Seller shall be liable to Purchaser for its out of pocket expenses incurred in connection with the transaction contemplated hereby, but not to exceed $300,000.00, (iib) enforce specific performanceperformance to consummate the sale of the Membership Interests hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement in its entirety if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller proceed otherwise on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such noticenotice that it intends to seek specific performance, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located New York County, New York within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IfEXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE MEZZANINE LOAN AND SECTION 9.4, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE MEMBERSHIP INTERESTS, THE REAL PROPERTY OR THE PROPERTYIMPROVEMENTS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, and if said failure or breach continues for more than five (5) days after written notice thereof, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (ii) enforce specific performanceperformance (in which event Purchaser shall not be required to submit such matter to arbitration as contemplated by Exhibit E, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten thirty (1030) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two three (23) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 41,000,000.00. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that due solely to the actions or omissions of Seller, Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court court, and the appeal period with respect to such determination has expired or arbitratoran appeal has been denied, whichever is earlier. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform its obligations hereunder, or if prior to before Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such failure (other than the failure to sell the Property when it is obligated to do so under the terms of this Agreement) is not cured within one (1) Business Day after written notice from Purchaser, then Purchaser shall electmay, as its sole and exclusive remedy, either to either: (i) terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Earnest Money, Xxxxxxx Money and Seller shall reimburse Purchaser for Purchaser’s out-of-pocket expenses not to exceed Fifty Thousand and No/100 Dollars ($50,000.00); (ii) enforce specific performance, performance of Seller’s obligations under this Agreement; or (iii) waive said xxxxxxx Seller’s failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such that notice, fails to file a lawsuit asserting such the claim or cause of action in the county in which the Property is located Salt Lake County, Utah, within two thirty (230) months days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser's ’s default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property unless such lis pendens is in connection with the suit for specific performance, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser be entitled to any consequential, special or punitive damages. Purchaser’s remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof11(b). If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation The provisions of this Agreement Section 11(b) shall survive the Closing or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes any termination of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEAgreement.

Purchaser’s Remedies. If Seller fails to perform defaults on its obligations pursuant hereunder, or Harborside Seller defaults in its obligations under the Harborside Purchase and Sale Agreement, at or prior to this Agreement Closing for any reason except failure by Purchaser to perform hereunderreason, or if prior to Closing any one or more of Seller's ’s, or, with respect to the Harborside Purchase and Sale Agreement, Harborside Seller’s, representations or warranties or covenants are breached in any material respectrespect (subject to the provisions of Section 4.4 hereof and of the Harborside Purchase and Sale Agreement and the first Sentence of Section 9.3 hereof and of the Harborside Purchase and Sale Agreement) and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder or Harborside Seller fails to consummate the sale of Harborside Membership Interests under the Harborside Purchase and Sale Agreement), Purchaser shall elect, as its sole remedyremedy hereunder, either to (ia) terminate this Agreement in its entirety by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, in which event Seller shall be liable to Purchaser for its out of pocket expenses incurred in connection with the transaction contemplated hereby, but not to exceed $1,700,000.00, (iib) terminate this Agreement in part with respect to the Properties with respect to which Seller’s representations or warranties or covenants are breached (subject to Sections 7.2.1(4) and 7.2.2(9)), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for such Properties, (c) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiid) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement in its entirety if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller proceed otherwise on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such noticenotice that it intends to seek specific performance, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located New York County, New York within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IfEXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE SELLER ESTOPPELS AND/OR THE MEZZANINE LOAN, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, plus receive reimbursement from Seller for any and all out of pocket costs incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement or the transaction contemplated hereby not to exceed the sum of Fifty Thousand and no/100 Dollars (ii$50,000.00), (b) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement under Section 10.2(a) above if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections Section 8.6, Section 10.3 and Section 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform defaults on its obligations pursuant hereunder, or Other Sellers default in their obligations under the Other Purchase and Sale Agreements at or prior to this Agreement Closing for any reason except failure by Purchaser to perform hereunderreason, or if prior to Closing any one or more of Seller's ’s, or, with respect to the Other Purchase and Sale Agreements, Other Sellers’, representations or warranties or covenants are breached in any material respectrespect (subject to the provisions of Section 4.4 hereof and of the Other Purchase and Sale Agreements and the first Sentence of Section 9.3 hereof and of the Other Purchase and Sale Agreements), and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Partnership Interests hereunder or Other Sellers fail to consummate the sale of the other Acquired Properties under the Other Purchase and Sale Agreements), Purchaser shall elect, as its sole remedyremedy hereunder, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest MoneyClosing, (iib) enforce specific performanceperformance to consummate the sale of the Partnership Interests hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement in its entirety if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller proceed otherwise on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such noticenotice that it intends to seek specific performance, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located New York County, New York within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IfEXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE MEZZANINE LOAN AND SECTION 9.4, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform its obligations hereunder, or if prior to before Closing any one or more of Seller's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Purchaser shall electto Seller, then Purchaser may, as its sole and exclusive remedy, either to either: (i) terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Earnest Exxxxxx Money, ; (ii) enforce specific performance, performance of Seller’s obligations under this Agreement; or (iii) waive said xxxxxxx Seller's failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten thirty (1030) business days following the scheduled Closing Date or, having given such that notice, fails to file a lawsuit asserting such the claim or cause of action in the county in which the Property is located Gwinnett County, Georgia; Fxxxxx County, Georgia; Pasco County, Florida; Osceola County, Florida; or Hillsborough County, Florida, as applicable, within two ninety (290) months days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser's default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser be entitled to any consequential or punitive damages. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof11(b). IfNotwithstanding anything contained herein to the contrary, however, in the equitable event that Purchaser is precluded from electing to pursue the remedy of specific performance is not availabledue to a breach by Seller of this Agreement (e.g., Seller has conveyed all or part of the Property to a bona fide purchaser for value who takes without knowledge of this Agreement), and Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of elects clause (i) $50,000.00 or (ii) the actual reasonable out-of-above as its sole and exclusive remedy, then, Purchaser, in addition to obtaining a prompt return of Exxxxxx Money, shall be entitled to recover damages against Seller in an amount equal to all verified, third party out of pocket costs and expenses incurred by Purchaser and incurred directly in connection with the negotiation transaction contemplated hereby up to an aggregate maximum amount of $120,000.00, and Purchaser shall have the right to pursue collection thereof through any and all legal or equitable means including, but not limited to, a suit for damages, The provisions of this Agreement Section 11(b) shall survive the Closing or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes any termination of this provision, specific performance shall be considered not available Agreement. Seller and Purchaser hereby acknowledge and agree to Purchaser only if a court the provisions of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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.this Section 11: Seller: Purchaser:

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant satisfy any condition to Closing set forth in Sections 8.1.1 or 8.1.2 (provided that with respect to any failure to satisfy the condition to Closing set forth in Section 8.1.2, such failure is the result of an act or omission reasonably within Seller’s control or a breach of this Agreement for any reason except by Seller), and such failure is not waived by Purchaser to perform hereunderPurchaser, or if prior Seller otherwise defaults in its obligation to Closing close under this Agreement, and any one such failure or more default continues for five (5) business days following Seller’s receipt of written notice of such default from Purchaser, Purchaser’s sole remedy therefor shall be to either (a) bring an action for specific performance of Seller's representations ’s obligation under this Agreement to deliver the documents required under Section 9.1 above, provided that any action for specific performance must be initiated no later than sixty (60) days after the date that Closing is otherwise required to occur under this Agreement; or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (ib) terminate this Agreement by giving Seller timely written notice to Seller (which notice shall indicate that a Seller default is alleged by Purchaser) and receive the entire Deposit and reimbursement from Seller of such election prior to Purchaser’s Costs, in which event neither Seller nor Purchaser shall have any further liability or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closingobligation under this Agreement except as expressly provided for in this Agreement. Notwithstanding anything herein to the contrarycontrary in this Agreement, to the full extent permitted by law, Purchaser waives, and Seller shall not be deemed liable to have elected Purchaser for, any claim against Seller for loss of business opportunity, loss of profits, loss of income, economic loss or other special or consequential losses or damages or punitive damages. In the event that Purchaser elects to terminate seek specific performance under this Section 12.2, 37 Seller shall not be obligated to expend any money to change the condition of the Property or the state of title of the Property except as otherwise required by this Agreement. Notwithstanding the foregoing provisions of this Section 12.2, Seller shall not be entitled to any notice from Purchaser nor any cure period with respect to the closing condition set forth in Section 8.1.5 or the required Seller closing delivery set forth in Section 9.1.19, and this Agreement if shall automatically terminate upon the failure of such condition and/or closing delivery, Escrow Agent shall promptly refund the Deposit to Purchaser, and neither Seller nor Purchaser fails to deliver to Seller written notice of its intent to file a claim shall have any further liability or assert a cause of action obligation under this Agreement except as expressly provided for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereofAgreement. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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.12.3

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, ------------ ---------------------- however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction and (B) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, --------- specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines --------- conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing in which event (i) the Exxxxxx Money together with all accrued interest thereon shall be refunded to Purchaser, and recover the Earnest Money, (ii) Seller shall be liable for and shall promptly pay to Purchaser (after receipt of written demand) the actual out-of-pocket costs and expenses incurred by Purchaser in connection with this Agreement (including reasonable attorneys’ fees and costs, due diligence expenses and non-refundable deposits or other amounts paid to lenders) up to $50,000.00, following which the parties hereto shall have no further rights or obligations hereunder; except for rights and obligations which, by their terms, survive the termination hereof, or (b) enforce specific performance, or (iiic) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county counties in which the Property is Properties are located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections 8.6, 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's ’s liability exceed the lesser of (iy) $50,000.00 or (iiz) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly paid (1) to Purchaser’s attorneys in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction and (2) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitratorcourt. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within two (2) Business Days after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (iib) enforce specific performance, performance to consummate the sale of the Property hereunder or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Remedies. If Seller fails (a) In the event Purchaser elects to perform its obligations pursuant proceed to Closing notwithstanding Purchaser’s actual knowledge of the existence of a breach or default by Sellers with respect to any representation, warranty, covenant or agreement of Sellers under this Agreement for any reason except failure by Purchaser to perform hereunderAgreement, or if prior to Closing any one or more the failure of Seller's representations or warranties are breached in any material respect, a Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contraryCondition, Purchaser shall be deemed to have elected waived each such breach, default and failure and any and all rights and remedies in connection therewith. The term “Purchaser’s actual knowledge” (and words of similar import) shall mean the current actual knowledge, based on reasonable but not unlimited investigation, diligence or inquiry in connection with the matters that are the subject of this Agreement or any Other Purchase and Sale Agreement, of Sxxxxxx Xxxxxxxx, Jxxxxx Xxxxxxx and Rxxxxx Xxxxx. (b) If Sellers fail to make the Sellers Closing Deliveries at Closing as required by Section 9.2(a) of this Agreement for any reason other than a permitted termination of this Agreement or a Purchaser breach or default, Purchaser may, as Purchaser’s sole and exclusive remedy, either (i) terminate this Agreement and the Other Purchase and Sale Agreements, except the terms which expressly survive Closing, and receive a return of the Exxxxxx Money, or (ii) sxx for specific performance. (c) Subject to Section 11.2 above, Purchaser may bring a cause of action against Sellers for (i) the breach or default of any representation, warranty, obligation, covenant or agreement of Sellers under this Agreement if Purchaser fails first learns of the breach or default after Closing and, within the Survival Period, notifies the Sellers in writing setting forth specifically and in reasonable detail the claim being made with respect to deliver to Seller written notice such representation, warranty, obligation, covenant or agreement of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date orSellers and reasonable and appropriate backup information, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred breach or default by Purchaser and incurred directly Sellers under any Seller Closing Deliveries, or (iii) otherwise in connection with the negotiation of transactions contemplated by this Agreement or which survive Closing (including, without limitation the due diligence activities performed by Purchaser or at Purchaser's direction in connection with Sellers’ Indemnity Obligations) (collectively, the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser “Sellers Surviving Obligations”) only if a court the claims in the aggregate with respect to the Asset and all Other Assets exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Amount”), and the aggregate maximum liability of competent jurisdiction Sellers for the Sellers Surviving Obligations under this Agreement and under the Other Purchase and Sale Agreements, and with respect to the Asset and the Other Assets, shall in no event exceed Eleven Million Dollars (or an arbitrator, as per Exhibit G$11,000,000) determines conclusively that Purchaser is entitled to specific performance on (the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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“Maximum Amount”).

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or a permitted termination hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover both the Earnest MoneyXxxxxxx Money and Purchaser’s actual, third-party expenses incurred in connection with this Agreement, up to a maximum of $100,000.00, (ii) enforce specific performance, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx sxxx xxxlure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within two business days after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either one of the following three (3) options: to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover receive a return of the Earnest Xxxxxxx Money, or (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections Section 8.4, Section 9.3, Section 10.3 and Section 10.4 hereof. If, however, the equitable remedy of specific performance If Closing is not availableconsummated, Purchaser may seek any other right or remedy shall have all remedies available at law or in equity; provided, however, that equity in no the event shall Seller's liability exceed Seller fails to perform any obligation of Seller which expressly survives the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of Closing under this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitratorAgreement. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY PERSONAL 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 Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations representat- ions or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the fifth (5th) Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five (5) Business Days after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole and exclusive remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, and, if Seller's default was intentional, receive xxxx Xxller Purchaser's actual, out-of-pocket expenses incurred in connection with the transaction contemplated by this Agreement, up to a maximum of $85,000.00, together with such other actual damages incurred by Purchaser, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten twenty (1020) business days Business Days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two six (26) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IfEXCEPT AS OTHERWISE PROVIDED, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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. THE FOREGOING EXEMPTION FROM LIABILITY SHALL NOT APPLY IN THE CASE OF TRANSFEREE LIABILITY IN THE EVENT OF SELLER'S LIQUIDATION, DISSOLUTION OR OTHER EVENT RESULTING IN THE TRANSFER OF SUBSTANTIALLY ALL OF SELLER'S ASSETS OR THE TERMINATION OF SELLER'S LEGAL EXISTENCE.

Purchaser’s Remedies. If (a) In the event Purchaser elects to proceed to Closing notwithstanding Purchaser’s actual knowledge of the existence of a breach or default by Seller fails with respect to perform its obligations pursuant to any representation, warranty, covenant or agreement of Seller under this Agreement for any reason except failure by Purchaser to perform hereunderAgreement, or if prior to Closing any one or more the failure of Seller's representations or warranties are breached in any material respect, a Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contraryCondition, Purchaser shall be deemed to have elected waived each such breach, default and failure and any and all rights and remedies in connection therewith. The term “Purchaser’s actual knowledge” (and words of similar import) shall mean the current actual knowledge, based on reasonable but not unlimited investigation, diligence or inquiry in connection with the matters that are the subject of this Agreement or any Other Purchase and Sale Agreement, of Sxxxxxx Xxxxxxxx, Jxxxxx Xxxxxxx and Rxxxxx Xxxxx. (b) If Seller fails to make the Seller Closing Deliveries at Closing as required by Section 9.2(a) of this Agreement for any reason other than a permitted termination of this Agreement or a Purchaser breach or default, Purchaser may, as Purchaser’s sole and exclusive remedy, either (i) terminate this Agreement and the Other Purchase and Sale Agreements, except the terms which expressly survive Closing, and receive a return of the Exxxxxx Money, or (ii) sxx for specific performance. (c) Subject to Section 11.2 above, Purchaser may bring a cause of action against Seller for (i) the breach or default of any representation, warranty, obligation, covenant or agreement of Seller under this Agreement if Purchaser fails first learns of the breach or default after Closing and, within the Survival Period, notifies Seller in writing setting forth 44 specifically and in reasonable detail the claim being made with respect to deliver to such representation, warranty, obligation, covenant or agreement of Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date orand reasonable and appropriate backup information, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred breach or default by Purchaser and incurred directly Seller under any Seller Closing Deliveries, or (iii) otherwise in connection with the negotiation of transactions contemplated by this Agreement or which survive Closing (including, without limitation the due diligence activities performed by Purchaser or at Purchaser's direction in connection with Seller’s Indemnity Obligations) (collectively, the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser “Seller Surviving Obligations”) only if a court the claims in the aggregate with respect to the Asset and all Other Assets exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Amount”), and the aggregate maximum liability of competent jurisdiction Seller for the Seller Surviving Obligations under this Agreement and under the Other Purchase and Sale Agreements, and with respect to the Asset and the Other Assets, shall in no event exceed Eleven Million Dollars (or an arbitrator, as per Exhibit G$11,000,000) determines conclusively that Purchaser is entitled to specific performance on (the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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“Maximum Amount”).

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, and such default or breach is not cured by the earlier of the third Business Day after Purchase and Sale Agreement – 5000 Xxxxxxxxxxxx Xxxxx written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within one Business Day after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if prior Seller fails to Closing any one or more consummate the sale of Seller's representations or warranties are breached in any material respectthe Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Exxxxxx Money, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder and to execute and deliver the documents required to convey the Property to Purchaser in accordance with this Agreement (it being specifically understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder), or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall not be entitled to a remedy of specific performance and shall be deemed to have elected to terminate this Agreement if unless a duly authorized signatory of Purchaser fails is physically present at the offices of the Title Company on the Closing Date with all closing documents as required by Section 7.5, executed on behalf of Purchaser where applicable, in Purchaser’s possession and Purchaser files an arbitration action pursuant to deliver to Seller written notice of its intent to file a claim or assert a cause of action Section 12.19 hereof for specific performance against Seller on or before within ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause Business Days of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections 8.5, 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more Upon the occurrence of Seller's representations or warranties are breached in any material respect, a Permitted Event (as defined below) Purchaser shall electbe entitled, as its sole and exclusive remedy, to either to (i) terminate this Agreement (by giving delivering notice to Seller timely written notice which includes a waiver of any right, title or interest of Purchaser in the Property) and, subject to SECTION 5.2.8, obtain the return of the Deposit or (ii) treat this Agreement as being in full force and effect and, provided Purchaser commences its specific performance action within thirty (30) days after the Closing Date (or otherwise waives its specific performance), pursue only the specific performance of this Agreement; PROVIDED, HOWEVER, if Seller's default is due solely to Seller's inability to deliver the executed estoppel certificate specified in SECTION 3.1.6 hereof, then Purchaser's sole and exclusive remedy shall be limited to terminating this Agreement and obtaining a return of the Deposit. The term "PERMITTED EVENT" shall mean the occurrence of all of the following: (1) Purchaser shall be ready, willing and able to complete closing in accordance with this Agreement on the Closing Date, (2) Purchaser shall have tendered the Purchase Price and (3) notwithstanding the foregoing, Seller shall have refused or otherwise failed to complete closing in accordance with this Agreement. The foregoing limitations shall not apply to Purchaser's post-Closing remedies with respect to a breach of any representation or warranty contained herein which shall be governed by the provisions of SECTION 16.8 of this Agreement. Purchaser waives any right to pursue any other remedy at law or equity for such election default of Seller, including, without limitation, any right to seek, claim or obtain damages, punitive damages or consequential damages. In no case shall Seller ever be liable to Purchaser under any statutory, common law, equitable or other theory of law, either prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date orClosing, having given such noticefor any lost rents, fails to file a lawsuit asserting such claim profits, "benefit of the bargain," business opportunities or any form of consequential damage in connection with any claim, liability, demand or cause of action in any way or manner relating to the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, howeverProperty, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control condition of the court Property, this Agreement, or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEany transaction or matter between the parties contemplated hereunder.

Purchaser’s Remedies. If Notwithstanding anything to the contrary contained in this Agreement, if Closing does not occur due to a Seller fails to perform its obligations default (including, without limitation, a default pursuant to Section 7.1 above), then, as Purchaser’s sole and exclusive remedy hereunder and at Purchaser’s option, either (a) the Exxxxxx Money shall be returned to Purchaser, in which event this Agreement for shall be null and void, and neither party shall have any reason except failure rights or obligations under this Agreement (provided, however, in the event Seller’s default is intentional, Seller shall be obligated to pay Purchaser the amount of documented out-of-pocket due diligence costs incurred by Purchaser in connection with its due diligence investigation of the Property, not to perform hereunder, or if prior exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) minus any amounts payable to Closing any one or more the Related Purchaser under the comparable provision of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performanceRelated Sale Agreement, or (iiib) waive said xxxxxxx or breach upon notice to Seller not more than thirty (30) days after Purchaser becomes aware of such failure, and proceed to Closing. Notwithstanding anything herein to the contraryprovided an action is filed within sixty (60) days thereafter, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for may seek specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IfAgreement; provided, however, if the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not legally available to Purchaser only if due to an intentional breach by Seller or due to Seller’s transfer of the Property to a court of competent jurisdiction third party (or if the remedy of specific performance is not legally available to the Related Purchaser under the Related Sale Agreement due to an arbitratorintentional breach by the Related Seller or due to the Related Seller’s transfer of the Related Property to a third party), as per Exhibit G) determines conclusively that Purchaser is shall be entitled to pursue its actual damages as a result of such breach (but not consequential, indirect or punitive damages). Purchaser’s failure to seek specific performance on as aforesaid shall constitute its election to proceed under clause (a) above. In no event may Purchaser make an election of remedies as described above unless the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond Related Purchaser simultaneously makes the control of same election under the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISERelated Sale Agreement.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to before Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Purchaser shall electto Seller, then Purchaser may, as its sole SOLE and EXCLUSIVE remedy, either to either: (i) terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Earnest MoneyXxxxxxx Money and Seller shall reimburse Purchaser for its third party, out-of-pocket costs and expenses actually incurred in connection with this Agreement and the transaction contemplated hereby (so long as Purchaser provides reasonable evidence of such cost to Seller), including, without limitation, (A) costs of inspection, (B) Purchaser’s reasonable attorney’s fees, and (C) all third party reports (including, without limitation, zoning reports, title reports, environmental reports, and property assessment reports), items (A), (B), and (C) not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00) plus the New Survey Fees (collectively, “Pursuit Costs”); (ii) enforce specific performance, ; or (iii) waive said xxxxxxx Seller’s failure or breach and proceed to Closing. If Purchaser enforces specific performance of this Agreement by Seller, Purchaser agrees that Purchaser shall be required to pay the entire Sales Price in Immediately Available Funds, and that Purchaser shall accept whatever title Seller has to the Property, if any, subject to all liens, encumbrances and other matters affecting title to the Property (all of which shall be deemed Permitted Exceptions) except for (A) Unpermitted Encumbrances; (B) any liens granted by Seller under a deed of trust or other security instrument securing indebtedness of Seller; (C) unpaid taxes and special assessments for any years before the year of Closing during which Seller has had title to the Property; (D) Monetary Liens; and (E) liens, encumbrances, and other matters that Seller is requested by Purchaser to cure or remove or bond against and that Seller expressly and unconditionally agrees in writing, in response to that request, to cure or remove or bond against (the matters described in items (A), (B), (C), (D) and (E) are referred to herein as “Non-Permitted Liens”), with no reduction in the Sales Price, and in no event shall Seller be obligated to cure or remove or bond against any title defects, liens, encumbrances, or other matters affecting title, other than Non-Permitted Liens. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten fifteen (1015) business days Business Days following the scheduled Closing Date or, having given such that notice, fails to file a lawsuit asserting such the claim or cause of action in the county in which the Property is located York County, South Carolina, within two ninety (290) months days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser's ’s default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser be entitled to any consequential or punitive damages. Purchaser’s remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof11(b). If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation The provisions of this Agreement Section 11(b) shall survive the Closing or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes any termination of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEAgreement.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement Contract for any reason except failure by Purchaser to perform hereunder, or if prior to before Closing any one or more of Seller's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Purchaser to Seller (other than failure to close for any reason unrelated to a default by Purchaser, for which there shall electbe no notice or cure period), then Purchaser may, as its sole SOLE and EXCLUSIVE remedy, either to either: (i) terminate this Agreement Contract by giving Seller timely written notice of such its election prior to before or at Closing and recover the Earnest Money, Xxxxxxx Money and Purchaser’s Costs (defined below); (ii) enforce specific performance, ; or (iii) waive said xxxxxxx Seller's failure or breach and proceed to Closing. If Purchaser enforces specific performance of this Contract by Seller, Purchaser agrees that Purchaser shall be required to provide evidence that it has available the entire Sales Price in immediately available funds or commitments from its lenders, and that Purchaser shall accept whatever title to the Property in the form as of the date of the Commitment, subject to all liens, encumbrances and other matters affecting title to the Property (all of which shall be deemed Permitted Exceptions) without any reduction of the Sales Price, other than: (A) liens and encumbrances intentionally and deliberately placed by Seller on the Property after the date of the Commitment; (B) any liens granted by Seller under a deed of trust or other security instrument securing indebtedness of Seller; (C) unpaid taxes and special assessments for any years before the year of Closing; and (D) liens, encumbrances, and other matters that Seller is requested by Purchaser to cure or remove or bond against and that Seller expressly and unconditionally agrees in writing, in response to that request, to cure or remove or bond against (the matters described in items (A), (B), (C) and (D) are referred to herein as "Non-Permitted Liens"). In no event shall Seller be obligated to cure or remove or bond against any title defects, liens, encumbrances, or other matters affecting title, other than Non-Permitted Liens. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 Purchase and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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.Sale Agreement15233085_2 16

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific enforcx xxxxxfic performance, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction and (B) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant satisfy any condition to Closing set forth in Sections 8.1.1 or 8.1.2 (provided that with respect to any failure to satisfy the condition to Closing set forth in Section 8.1.2, such failure is the result of an act or omission reasonably within Seller’s control or a breach of this Agreement for any reason except by Seller), and such failure is not waived by Purchaser to perform hereunderPurchaser, or if prior Seller otherwise defaults in its obligation to Closing close under this Agreement, and any one such failure or more default continues for five (5) business days following Seller’s receipt of written notice of such default from Purchaser, Purchaser’s sole remedy therefor shall be to either (a) bring an action for specific performance of Seller's representations ’s obligation under this Agreement to deliver the documents required under Section 9.1 above, provided that any action for specific performance must be initiated no later than sixty (60) days after the date that Closing is otherwise required to occur under this Agreement; or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (ib) terminate this Agreement by giving Seller timely written notice to Seller (which notice shall indicate that a Seller default is alleged by Purchaser) and receive the entire Deposit and reimbursement from Seller of such election prior to Purchaser’s Costs, in which event neither Seller nor Purchaser shall have any further liability or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closingobligation under this Agreement except as expressly provided for in this Agreement. Notwithstanding anything herein to the contrarycontrary in this Agreement, to the full extent permitted by law, Purchaser waives, and Seller shall not be deemed liable to have elected Purchaser for, any claim against Seller for loss of business opportunity, loss of profits, loss of income, economic loss or other special or consequential losses or damages or punitive damages. In the event that Purchaser elects to terminate seek specific performance under this Section 12.2, 37 Seller shall not be obligated to expend any money to change the condition of the Property or the state of title of the Property except as otherwise required by this Agreement. Notwithstanding the foregoing provisions of this Section 12.2, Seller shall not be entitled to any notice from Purchaser nor any cure period with respect to the closing condition set forth in Section 8.1.5 or the required Seller closing delivery set forth in Section 9.1.19, and this Agreement if shall automatically terminate upon the failure of such condition and/or closing delivery, Escrow Agent shall promptly refund the Deposit to Purchaser, and neither Seller nor Purchaser fails to deliver to Seller written notice of its intent to file a claim shall have any further liability or assert a cause of action obligation under this Agreement except as expressly provided for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEAgreement.

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to timely Exhibit M, List of Existing Loan Documents M-31 deliver the documents required under this Agreement to be delivered by Seller at Closing), Purchaser shall elect, as its sole remedyremedy (except as provided in Sections 8.6, 10.3 and 10.4 hereof), either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Any breach of a representation or warranty by Seller under this Agreement shall be deemed "material" for the purposes of this Section 10.2 if Purchaser's damages resulting from such breach (or breaches, if more than one) are reasonably estimated to exceed $100,000.00 in the aggregate. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten sixty (1060) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited If Purchaser properly terminates this Agreement pursuant to those described subsection (a) above and such termination arose out of a willful and knowing failure of Seller to deliver the Deed to Purchaser in accordance with this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection Agreement with the negotiation condition of this Agreement or title to the due diligence activities performed Property as required hereunder (as determined on a non-appealable basis by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction jurisdiction), then Seller shall pay to Purchaser an amount equal to one percent (1.0%) of the Purchase Price as liquidated damages and not as penalty, in full satisfaction of claims against Seller hereunder. Seller and Purchaser agree that Purchaser's damages resulting from a Seller default as described in the immediately preceding sentence are difficult, if not impossible, to determine and such amount is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. Any suit or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to claim for specific performance on shall not be (i) limited in any manner by the merits waivers in Section 11.3 nor (ii) subject to the requirement for mandatory arbitration under Section 12.20. This Section shall not limit any right of its claim but said court or arbitrator termination in favor of Purchaser that is unable to enforce specific performance due to reasons beyond the control expressly provided for under another section of the court or arbitratorthis Agreement. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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. Without limiting the foregoing rights and merely as a courtesy to Seller, Purchaser shall endeavor to deliver prompt written notice to Seller upon Seller gaining actual knowledge (and not any constructive or imputed knowledge) that any of Seller's covenants as expressly provided for in this Agreement have been breached by Seller in any material respect (and failure to promptly deliver such notice shall not be deemed a waiver or limitation of Purchaser's rights or remedies hereunder).

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or fails to comply with its obligations hereunder in all material respects at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties set forth in Section 9.1.1, Section 9.1.10, Section 9.1.11, Section 9.1.14 or Section 9.1.15 are breached in any material respect, and such default or breach is not cured by the earlier of the tenth (10th) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within one business day after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest MoneyXxxxxxx Money plus all costs and expenses, not to exceed $75,000.00 in the aggregate, incurred by Purchaser in connection with its investigation of the Property and review of the Property Information, (iib) enforce specific performanceperformance to consummate the sale of the Property and Seller’s obligations hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten fifteen (1015) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located Washington D.C. within two ninety (290) months days following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections Section 10.3 and Section 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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. Notwithstanding anything set forth herein to the contrary, Purchaser hereby agrees that a breach of a representation or warranty set forth in Section 9.1.2, Section 9.1.3, Section 9.1.4, Section 9.1.5, Section 9.1.6, Section 9.1.7, Section 9.1.8, Section 9.1.9, Section 9.1.12, Section 9.1.13, and Section 9.1.16 which occurs after the Risk Transfer Date shall not be deemed a default by Seller hereunder and Purchaser will not have the right to exercise any remedies otherwise available to Purchaser pursuant to this Section 10.2, unless such breach is caused by an affirmative act of Seller or the failure of Seller to act where Seller has the obligation to do so.

Purchaser’s Remedies. If If, at the Closing, (i) Seller fails defaults in its obligation to perform its obligations close pursuant to the terms of this Agreement for Agreement, (ii) any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations and warranties set forth in Section 8 are untrue, inaccurate or warranties are breached incorrect in any material respect, or (iii) Seller has failed to perform any of its covenants, undertakings or obligations under Section 14 of this Agreement, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for three (3) Business Days after written notice from Purchaser to Seller, which written notice shall detail such default, untruth or failure, as applicable, then in each case Purchaser shall be entitled to elect, as its sole and exclusive remedy, to either to (ia) terminate this Agreement by giving Seller timely written notice to Seller, in which event Escrow Agent shall return the Xxxxxxx Money to Purchaser, Seller shall reimburse Purchaser for Purchaser’s actual and verifiable out of such election prior pocket costs and expenses not to exceed Twenty-Five Thousand Dollars ($25,000.00), and this Agreement shall become null and void and neither Purchaser nor Seller shall have any further liabilities or at Closing and recover obligations hereunder except for obligations which expressly survive the Earnest Money, (ii) enforce specific performancetermination of this Agreement, or (iiib) waive said xxxxxxx or breach the condition and proceed to Closingclose the transaction without reduction in the Purchase Price, in which event Seller shall have no liability or obligation to Purchaser with respect to such condition, or (c) Purchaser may xxx Seller for specific performance but in no event shall Purchaser be entitled to any claim for damages in any specific performance action, except that the foregoing shall not limit Purchaser’s right to recover attorneys fees under Section 16.11 of this Agreement. Notwithstanding anything herein Under no circumstances except for Seller’s fraud shall Seller be responsible for any consequential, incidental or punitive damages. As a condition precedent to the contrary, Purchaser shall be deemed exercising any right it may have to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of bring an action for specific performance against Seller on or before ten hereunder, Purchaser must commence such an action within thirty (1030) business days following the scheduled Closing Date or, having given after Purchaser’s notice of Seller’s default. Purchaser agrees that its failure to timely commence such notice, fails an action for specific performance within such thirty (30) day period shall be deemed a waiver by it of its right to commence an action for specific performance. Purchaser agrees to not file a lawsuit asserting such claim or cause of action in the county in which lis pendens against the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of unless an action for specific performance is not availabletimely and properly brought hereunder. Purchaser Indemnitors shall indemnify, Purchaser may seek defend with legal counsel acceptable to Seller, and hold Seller and the Property harmless from and against any loss, damage, liability, cost or expense arising out of any lis pendens filed against the Property other right or remedy available at law or than in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection strict compliance with the negotiation foregoing requirements. The foregoing shall not limit Purchaser’s right to recover attorneys fees under Section 16.11 of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEAgreement.

Purchaser’s Remedies. If Seller fails to perform its obligations to consummate the sale transaction pursuant to this Agreement at Closing for any reason except failure by Purchaser to perform hereunderits obligations hereunder or the failure of any condition precedent to Seller’s obligations to consummate the Closing, or if prior and Seller’s failure is not cured within three (3) Business Days after written notice from Purchaser to Seller (with the Closing any one or more of Seller's representations or warranties are breached in any material respectDate being extended as necessary to provide such full three (3) Business Day period), then Purchaser shall electmay, as its sole and exclusive remedy, either to either: (i) terminate this Agreement by giving Seller timely written notice of such its election prior to or at Closing and recover the Earnest Money, Xxxxxxx Money and reimbursement of the verified out-of-pocket costs and expenses incurred by Purchaser in connection with this Agreement up to a maximum amount of One Hundred and Fifty Thousand and No/100 Dollars ($150,000.00); (ii) enforce specific performance of Seller’s obligations under this Agreement and, in such event, recover from Seller all legal fees, court costs and all other reasonable costs of such action; provided that, if Purchaser elects to seek specific performance, Purchaser may, at any time prior to judgment having been obtained, abandon pursuit of specific performance upon written prior written notice to Seller, upon which abandonment Purchaser will be deemed to have elected to terminate this Agreement and proceed under clause (i) above; or (iii) waive said xxxxxxx Seller's failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten thirty (1030) business days following the scheduled Closing Date or, having given such that notice, fails to file a lawsuit asserting such the claim or cause of action in the county in which the Property is located Xxxxxx County, Texas, within two sixty (260) months days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser's default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser be entitled to any consequential or punitive damages. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof11. IfNotwithstanding the foregoing, howevernothing in this Section 11(b) shall limit Purchaser’s remedies at law, in equity or as herein provided in the equitable remedy event of specific performance is not availablea breach by Seller (A) after Closing, Purchaser may seek of any other right or remedy available at law or in equity; providedof the Purchase Documents, however(B) after Closing, of any of the obligations hereunder that in no event shall Seller's liability exceed survive the lesser of (i) $50,000.00 Closing, or (iiC) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation after termination of this Agreement or Agreement, of any of the due diligence activities performed by Purchaser or at Purchaser's direction in connection with obligations hereunder that survive the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes termination of this provision, specific performance Agreement. The provisions of this Section 11 shall be considered not available survive the Closing or any termination of this Agreement. Seller and Purchaser hereby acknowledge and agree to Purchaser only if a court the provisions of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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.this Section 11: Seller: Purchaser:

Purchaser’s Remedies. If The provisions of Section 12.1(b) notwithstanding, in the event of a material breach of this Agreement by Seller, and/or if all conditions precedent to Seller's obligation to close the purchase of Casino Assets as set forth in Section 8.1 are satisfied on the Closing Date, or if all conditions precedent to Seller's obligation to close the purchase of the Hotel Assets are satisfied on the Hotel Closing Date, and Seller fails to perform its close in accordance with this Agreement, the Purchaser shall not be limited to the remedy of termination of this Agreement, but shall be entitled to pursue monetary damages up to the amount of the Subordinated Debt and/or specific performance of this Agreement. Provided, however, the Purchaser shall not execute on any monetary judgment obtained by it against the Seller (except one obtained in connection with Seller's obligations under Section 4.6(a) and/or (b)) pursuant to this Agreement for any reason except failure by Purchaser to perform hereunderthe foregoing until Seller has paid the Principal Loan and Subordinated Note in full or it has otherwise been satisfied or assigned. Notwithstanding the foregoing, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either the event that the closing does not occur due to (i) terminate this Agreement the failure of Seller and/or Seller's parent, Alpha Hospitality Corporation, to obtain on or before the Closing Date, the approval of the transaction contemplated herein by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, their respective shareholders provided in Section 8.2(e); (ii) enforce specific performanceSeller, its parent or any other subsidiary of its parent are the subject of bankruptcy proceedings; or (iii) waive said xxxxxxx or breach and proceed the Seller fails to Closing. Notwithstanding anything herein to deliver the contraryCasino Assets as pro- vided in Section 5.1 of the Agreement then, in such event, Purchaser shall be deemed immediately entitled to have elected damages in the amount of One Million Dollars ($1,000,000.00) in addition to terminate all other damages and remedies provided for in this Agreement if Section. In addition to the foregoing, the Purchaser fails shall be entitled to deliver to Seller written notice recover all of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 reasonable costs and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation pursuing either of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinationsthese remedies (including, inspections and/or investigations pursuant to Article 4. For purposes of this provisionwithout limitation, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEreasonable attorneys' fees).

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within one (1) business day after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Exxxxxx Money, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten thirty (1030) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) four months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections Section 10.3 and Section 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. hereof IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement (after satisfaction of all conditions precedent set forth in this Agreement for such performance) for any reason except failure by Purchaser to perform its obligations hereunder, or if prior to before Closing any one or more of Seller's representations or warranties are breached in any material respect, and this failure or breach is not cured within ten (10) Business Days after written notice from Purchaser shall electto Seller, then Purchaser may, as its sole and exclusive remedy, either to either: (i) receive a reimbursement from Seller of Purchaser’s documented, actual out of pocket costs and expenses incurred by Purchaser in connection with this Agreement up to an aggregate amount of $100,000.00 (the “Reimbursement Amount”) and terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Earnest Xxxxxxx Money, ; (ii) enforce specific performanceperformance of Seller’s obligations under this Agreement, provided that if specific performance is unavailable due to Seller transferring, or contracting to transfer, all or any portion of Property in breach of this Agreement, then Purchaser shall be entitled to all actual damages incurred in connection with this Agreement; or (iii) waive said xxxxxxx Seller's failure or breach and proceed to Closing. If Purchaser enforces specific performance of this Agreement by Seller, Purchaser agrees that Purchaser shall be required to pay the entire Purchase Price in Immediately Available Funds (provided that Purchaser may use any amount of the Purchase Price necessary to satisfy the Seller’s Required Removal Items at Closing), and that Purchaser shall accept Seller’s title to the Property as set forth in the Commitment, subject to the Permitted Exceptions. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement proceed under Section 11(b)(i) if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten thirty (1030) business days following the scheduled Closing Date or, having given such that notice, fails to file a lawsuit asserting such the claim or cause of action in the county in which the Property is located King County, Washington, within two sixty (260) months days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser's default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens except as set forth in this sentence. In no event or circumstance shall Purchaser be entitled to any consequential or punitive damages. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof11(b). If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation The provisions of this Agreement Section 11(b) shall survive the Closing or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes any termination of this provision, specific performance shall be considered not available Agreement. Seller and Purchaser hereby acknowledge and agree to Purchaser only if a court the provisions of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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.this Section 11: 11 LEGAL02/39345998v7 Seller: /s/ BF Purchaser: /s/ PN

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more In the event of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate the termination of this Agreement by giving Purchaser as provided in this Agreement, neither party shall have any further rights or remedies hereunder, other than Purchaser's right to secure the return of the Deposit and any accrued interest thereon, except that in the event of a material breach by Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contraryits obligations hereunder, Purchaser shall be deemed to have elected entitled at Purchaser's election either (i) to terminate this Agreement if Purchaser fails to deliver to and receive a refund of the Deposit and collect from Seller written notice the sum of its intent to file a claim or assert a cause One Hundred Fifty Thousand Dollars ($ 150,000.00), plus any and all costs and expenses of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date orenforcement hereof, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, howeveras liquidated damages, the equitable remedy parties acknowledging and agreeing that the amount of specific performance is not available, damages which Purchaser may seek any other right incur as a result of Seller' s breach may be difficult or remedy available at law or in equity; providedimpossible to ascertain and that such liquidated damages amount is a reasonable and. fair estimate thereof, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) seek specific performance of Seller's obligations hereunder. Notwithstanding the actual foregoing, if Purchaser terminates this Agreement 15 pursuant to Paragraph 15(a)(iii) above due to Seller's failure to obtain Meditrust's consent to the transactions contemplated by this Agreement, Seller shall reimburse Purchaser for all reasonable out-of-pocket expenses reasonably incurred by Purchaser and incurred directly in connection with for the negotiation purpose of consummating the transaction contemplated by this Agreement or the due diligence activities performed Agreement, within thirty (30) days after Purchaser provides to Seller such documentation relating to any such expenses as may reasonably be required by Purchaser or at Seller. Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance demand for such payment and all such documentation shall be considered not available delivered to Purchaser only if a court of competent jurisdiction (or an arbitratorSeller within one year after the date hereof, as per Exhibit G) determines conclusively that Purchaser is entitled a condition to specific performance on the merits of its claim but said court or arbitrator is unable Seller's obligation to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEreimburse Purchaser.

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within one business day after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, in the event that the Closing fails to occur as a result of a Seller default, Purchaser shall be deemed to have elected to terminate this Agreement and the Xxxxxxx Money shall be returned to Purchaser if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten fifteen (1015) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two three (23) months following the scheduled Closing Date. Purchaser's remedies with respect to Seller defaults shall be limited to those described in this Section 10.2 0 and Sections 10.3 0 and 10.4 0 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that nothing contained in no event this Section 10.2 shall serve to otherwise limit Purchaser’s legal or equitable rights and remedies against Seller arising out of Seller's liability exceed the lesser of (i) $50,000.00 ’s obligations under 0, 0 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator0 hereof. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, plus receive reimbursement from Seller for any and all out of pocket costs incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement or the transaction contemplated hereby not to exceed the sum of Fifty Thousand and no/100 Dollars (ii$50,000.00), (b) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement under Section 10.2(a) above if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections Section 8.6, Section 10.3 and Section 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Upon the occurrence of an event of default by Seller, Purchaser shall: (a) have all rights and remedies afforded by Article 2 of the Michigan Uniform Commercial Code; (b) be entitled to reduce quantities under this Purchase Order to the extent Purchaser rejects Goods as nonconforming; (c) have the right to cancel all or any part of this Purchase Order , without liability to Seller; (d) be entitled to collect from Seller fails all of its damages, costs and expenses associated with Seller's breach, including incidental and consequential damages, court costs and attorney's fees. All rights and remedies reserved to perform Purchaser under this Purchase Order are cumulative in addition to all other or further remedies provided in law or equity and in addition to all remedies provide for in the Supply Agreement. Purchaser's payment for or acceptance of any Goods under this Purchase Order shall not discharge Seller from its obligations pursuant to this Agreement for any reason except failure obligations. Nonconforming Goods shall not be replaced without Purchaser's written permission. Nonconforming Goods will be held by Purchaser to perform hereunder, or if prior to Closing any one or more of for disposition in accordance with Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either instructions at Seller's risk. Seller's failure to (i) terminate this Agreement by giving Seller timely provide written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before instructions within ten (10) business days following days, or such shorter period as may be commercially reasonable under the scheduled Closing Date orcircumstances, having given such noticeafter notice of nonconformity, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. shall entitle Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinationsoption, inspections and/or investigations pursuant to Article 4. For purposes of this provisioncharge Seller for storage and handling, specific performance shall be considered not available or to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control dispose of the court Goods, without liability to Seller. Payment for nonconforming Goods shall not constitute an acceptance of such Goods, limit or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERSimpair Purchaser's right to assert any legal or equitable remedy, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEor relieve Seller's responsibility for latent defects.

Purchaser’s Remedies. If (x) Seller fails to perform shall default in any of its obligations pursuant to this Agreement for be performed on the Closing Date or (y) Seller shall default in the performance of any reason except failure by Purchaser of its material obligations to perform hereunder, or if be performed prior to the Closing Date and, with respect to any one or more of default under this clause (y) only, such default shall continue for twenty (20) days after notice to Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedyremedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, either the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) terminate this Agreement solely, in the event of a willful default by giving Seller timely written Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after notice of such election prior to default or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser Xxxxxxxxx fails to deliver to Seller written notice of its intent to file a claim or assert a cause of commence an action for specific performance against Seller on or before ten within sixty (1060) business days following the scheduled Closing Date orafter such notice of default, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies ’s sole remedy shall be limited to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those described that are expressly provided in this Section 10.2 and Sections 10.3 and 10.4 Agreement to survive the termination hereof. IfNotwithstanding anything to the contrary contained herein, however, Purchaser shall only have the equitable remedy right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance is not availableif Seller shall be prohibited from performing its obligations hereunder by reason of any law, Purchaser may seek any regulation, or other right legal requirement applicable to Seller or remedy available at law or in equity; provided, however, that in no event if Seller shall Seller's liability exceed be unable to obtain the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement No Action Letter or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEPSC Approval.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform its obligations hereunder, or if prior to before Closing any one or more of Seller's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Purchaser shall electto Seller, then Purchaser may, as its sole and exclusive remedy, either to either: (i) terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Earnest Xxxxxxx Money, ; (ii) enforce specific performance, performance of Seller’s obligations under this Agreement; or (iii) waive said xxxxxxx Seller's failure or breach and proceed to Closing. If Purchaser enforces specific performance of this Agreement by Seller, Purchaser agrees that Purchaser shall be required to pay the entire Sales Price in Immediately Available Funds, and that Purchaser shall accept whatever title Seller has to the Property, if any, subject to all liens, encumbrances and other matters affecting title to the Property (all of which shall be deemed Permitted Exceptions) except for (A) liens and encumbrances intentionally or deliberately placed by Seller on the Property after expiration of the Inspection Period; (B) any liens granted by Seller under a deed of trust or other security instrument securing indebtedness of Seller; (C) unpaid taxes and special assessments for any years before the year of Closing during which Seller has had title to the Property; and (D) liens, encumbrances, and other matters that Seller is requested by Purchaser to cure or remove or bond against and that Seller expressly and unconditionally agrees in writing, in response to that request, to cure or remove or bond against (the matters described in items (A), (B), (C) and (D) are referred to herein as “Non-Permitted Liens”), with no reduction in the Sales Price, and in no event shall Seller be obligated to cure or remove or bond against any title defects, liens, encumbrances, or other matters affecting title, other than Non-Permitted Liens. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such that notice, fails to file a lawsuit asserting such the claim or cause of action in the county in which the Property is located King County, Washington, within two thirty (230) months days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser's default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser be entitled to any consequential or punitive damages. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof11(b). If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation The provisions of this Agreement Section 11(b) shall survive the Closing or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes any termination of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEAgreement.

Purchaser’s Remedies. If (x) Seller fails to perform shall default in any of its obligations pursuant to be performed on the Closing Date or (y) Seller shall default in the performance of any of its obligations to be performed prior to the Closing Date and, with respect to any default under this Agreement clause (y) only, such default shall continue for ten (10) days after notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any reason except failure other legal course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a default by Seller beyond all applicable notice and cure periods, to perform hereunder, or if prior seek to Closing any one or more obtain specific performance of Seller's representations or warranties are breached in obligations hereunder, provided that any material respect, action for specific performance shall be commenced within sixty (60) days after Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written received notice of such election prior to default, or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of commence an action for specific performance against Seller on or before ten within sixty (1060) business days following the scheduled Closing Date orafter Purchaser received notice of such default, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies sole remedy shall be limited to receive a return of the Downpayment. Upon such return and delivery, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those described that are expressly provided in this Section 10.2 and Sections 10.3 and 10.4 Agreement to survive the termination hereof. IfNotwithstanding anything to the contrary provided herein, however, Purchaser shall not have the equitable remedy of right to seek specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall of Seller's liability exceed obligations under this contract if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller, or if Seller shall be unable to obtain the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement No Action Letter or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEPSC Approval.

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within two (2) Business Days after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (iib) enforce specific performance, performance to consummate the sale of the Property hereunder or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten sixty (1060) business days Business Days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two nine (29) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE, EXCEPT, WITH RESPECT TO ANY OF SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OR OWNERS, TO THE EXTENT OF SALES PROCEEDS RECEIVED BY OR PAID TO SUCH ENTITIES, AND THEN SUBJECT TO THE LIMITATIONS WITH RESPECT TO CLAIMS AGAINST SELLER SET FORTH HEREIN AND IN SECTION 9.3.

Purchaser’s Remedies. If In the event Seller fails to perform its obligations to sell and convey the Property pursuant to this Agreement Contract for any reason except (a) failure by Purchaser to perform hereunderclose the purchase of the Property when required to by this Contract, or if prior (b) a proper termination of this Contract by Seller or Purchaser pursuant to Closing any one or more of Seller's representations or warranties are breached in any material respectthe terms hereof, Purchaser shall electmay, as its sole remedy, either to either: (i1) enforce specific performance of this Contract against Seller, or (2) terminate this Agreement Contract by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no the event shall (x) such termination is due to Seller's liability exceed intentional willful breach or default to convey title to the lesser of (i) $50,000.00 or (ii) Property, Purchaser shall be entitled to recover from Seller the actual reasonable out-of-pocket expenses incurred by Purchaser (not to exceed $50,000) and incurred directly paid to (A) Purchaser's attorneys in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Contract, and (B) to Purchaser's direction attorneys and unrelated and affiliated third party consultants, contractors, suppliers or other third parties in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes this Contract or determining the feasibility of Purchaser's acquisition of the Property pursuant to this Contract, or (y) specific performance is not available because Seller has conveyed the Property to another party, or Seller has voluntarily encumbered the Real Property with a mortgage, deed of trust or financing lien in violation of this provisionContract that Seller does not cause to be released at Closing or otherwise cause the Title Company to insure Purchaser's title to the Real Property without exception for such matters, specific performance then, Purchaser may pursue any and all remedies available at law or in equity, including the recovery of its costs and expenses but excluding a claim for consequential, special and/or punitive damages. In the event Purchaser elects to terminate this Contract, the Exxxxxx Money (including any accrued interest thereon) shall be considered not available returned to Purchaser only if a court of competent jurisdiction (and thereafter, other than the Surviving Obligations, neither Purchaser nor Seller shall have any further rights or an arbitratorobligations hereunder, except as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEprovided above in this Section 10.2.

Purchaser’s Remedies. If this transaction shall not be closed because of default of Seller, the Xxxxxxx Money shall, at Purchaser's election, be refunded to Purchaser on demand, and, after repayment of the Xxxxxxx Money to Purchaser, this Agreement shall be null and void and neither Seller fails to perform its nor Purchaser shall have any further rights or obligations hereunder except that Purchaser shall remain obligated pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, the provisions hereof which survive termination; or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either have the right to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action xxx for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date orof this Agreement, having given provided that such notice, fails specific performance remedy shall be available to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser only upon Purchaser's remedies shall be limited full satisfaction of each of Purchaser's obligations under this Agreement, including without limitation Purchaser's obligation to those described in deliver the Xxxxxxx Money to the Title Company and delivering sufficient proof to the Title Company and Seller that Purchaser is ready, willing and able to close this Section 10.2 and Sections 10.3 and 10.4 hereoftransaction. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 250,000 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with this Agreement, limited to payments to (A) Purchaser's attorneys' fees in connection with the negotiation of this Agreement or the and due diligence activities performed by Purchaser or at Purchaser's direction review of the Property and (B) unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. Section 6.F. For the purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court court. The option selected by Purchaser shall be Purchaser's sole and exclusive remedy, and in no event shall Purchaser be entitled to damages except as specifically set forth herein. Purchaser agrees to indemnify, defend, protect, save and hold harmless Seller and each of Seller's directors, officers, employees, agents, affiliates, members, stockholders and other principals and representatives from and against any and all losses, claims, liabilities, damages, injuries, penalties and other costs and expenses of any and every kind whatsoever (collectively the “Losses”) paid, incurred or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERSsuffered by or asserted against Seller as a result of or arising out of Purchaser wrongfully seeking, SHAREHOLDERScommencing and/or prosecuting a specific performance action against Seller or in any way wrongfully filing a lis pendens or similar action against the Property, OWNERS OR AFFILIATESwhich Losses shall include without limitation any amounts which would otherwise have been XXX- Xxxxxxxxx Xxxx Xxxxx realized by Seller had Seller been able to sell, ANY OFFICERtransfer or convey the Property to any other purchaser free of any such specific performance, 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 OTHERWISElis pendens or other similar action.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if at or prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's ’s liability exceed the lesser of (i) $50,000.00 100,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly paid (A) to Purchaser’s attorneys in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction and (B) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit GE) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the fifth (5th) Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within three (3) Business Days after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover in which event the Earnest MoneyExxxxxx Money shall be promptly thereafter refunded to Purchaser by Escrow Agent, (iib) enforce specific performanceperformance of Seller’s obligation to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two sixty (260) months days following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IfFurther, howevernotwithstanding the foregoing, in the equitable event that the remedy of specific performance is shall not availablebe available to Purchaser on account of the nature of Seller’s default (e.g., Seller has conveyed the Property to a bona fide purchaser for value who took without notice of this Agreement), then, Purchaser may seek any other right or remedy available at law or shall be entitled to collect from Seller damages in equity; providedan amount equal to all actual and reasonable third party, however, that in no event shall Seller's liability exceed the lesser out of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket costs and expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction transaction contemplated hereby, but limited, in connection with the performance of examinations, inspections and/or investigations pursuant all events to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator$50,000.00. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT MEMBERS, PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement for the sale is not completed as herein provided by reason of any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more material default of Seller's representations or warranties are breached in any material respect, Purchaser shall electbe entitled, as its sole and exclusive remedy, to either to (i) terminate this Agreement (by giving Seller timely delivering written notice to Seller which includes a waiver of such election prior any right, title or interest of Purchaser in the Property) in which event Escrow Agent shall refund the Deposit to or at Closing Purchaser and recover Seller shall reimburse Purchaser’s actual out-of-pocket third-party costs EXECUTION VERSION incurred as part of Purchaser’s efforts to acquire the Earnest MoneyProperty, subject to a cap of One Hundred Thousand Dollars (ii) enforce $100,000); provided, however, solely in the event Seller transfers the Property to a third party in violation of this Agreement and Purchaser’s remedy of specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contraryperformance is thus unavailable, Purchaser shall be deemed entitled to have elected receive payment of Purchaser’s Costs from Seller in an amount not to terminate exceed Five Hundred Thousand Dollars ($500,000) or; (ii) treat this Agreement if as being in full force and effect and pursue only the specific performance of this Agreement, provided that Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of must commence any action for specific performance against Seller on or before ten within sixty (1060) business days following after the scheduled Closing Date orDate. Purchaser waives any right to pursue any other remedy at law or equity for such default of Seller, having given such noticeincluding, fails without limitation, any right to file a lawsuit asserting such seek, claim or obtain damages (other than for costs under (i) (b) above), punitive damages or consequential damages. In no case shall Seller ever be liable to Purchaser under any statutory, common law, equitable or other theory of law, either prior to or following the Closing, for any lost rents, profits, “benefit of the bargain,” business opportunities or any form of consequential damage in connection with any claim, liability, demand or cause of action in any way or manner relating to the county in which Property, the Property is located within two (2) months following condition of the scheduled Closing DateProperty, this Agreement, or any transaction or matter between the parties contemplated hereunder. Purchaser's ’s remedies shall be limited hereunder are in addition to those described in this the right to receive the return of the Deposit, subject to Section 10.2 and Sections 10.3 and 10.4 hereof. If9.4, however, to the equitable remedy of specific performance extent it is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed applied to the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly Purchase Price in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, ’s action for specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEperformance.

Purchaser’s Remedies. If Seller defaults or fails to perform its obligations pursuant to close this Agreement Contract for any reason except failure by Purchaser's default or the termination of this Contract pursuant to a right to terminate set forth in this Contract, 2015 NTCAR - Form No. 1 (11/2015) Page 13 Purchaser may elect to perform hereunder, either: (1) enforce specific performance of this Contract (require Seller to sell the Property to Purchaser pursuant to this Contract); or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i2) terminate this Agreement Contract by giving Seller timely delivering a written notice of such election prior to or at Closing and recover the Earnest MoneySeller. If Purchaser elects to terminate this Contract due to Seller's default, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contrary, then Purchaser shall will be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice waived the remedy of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten and any other remedies available to Purchaser (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action except for reimbursement for Purchaser’s actual expenses as provided in the county in which next paragraph) and the Property Xxxxxxx Money will be returned to Purchaser. The following sentence applies only if this box x is located within two (2) months following checked: If Seller defaults and Purchaser does not elect to enforce specific performance of this Contract, or the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, then Seller shall reimburse Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the for Purchaser’s actual reasonable out-of-pocket expenses incurred paid by Purchaser and incurred directly to independent third parties in connection with the negotiation of this Agreement Contract including, but not limited to, reasonable fees and expenses for engineering assessments, environmental assessments, architectural plans, surveys and legal work (but excluding any indirect, punitive or the due diligence activities performed by Purchaser or at consequential damages, such as a claim for lost profits) in an amount not to exceed $50,000.00. The foregoing will be Purchaser's direction sole and exclusive remedies for Seller's default unless this box ☐ is checked, in connection with which case Purchaser may sue Seller for additional damages (in addition to the performance reimbursement of examinationsexpenses as provided in the previous paragraph, inspections and/or investigations pursuant to Article 4the extent such additional damages can be proven). For purposes If Purchaser chooses to sue Seller for reimbursement of this provisionexpenses or other damages, then Purchaser must elect to pursue either specific performance shall be considered not available to Purchaser only if or a court claim for damages at the beginning of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEany legal action initiated by Purchaser.

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within one business day after Purchaser first obtains knowledge of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to timely consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedyremedy (except as provided in Section 8.6, Section 10.3 and Section 10.4 hereof), either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest MoneyExxxxxx Money and reimbursement of Purchaser’s actual and reasonable out of pocket third-party expenses incurred in connection with this Agreement up to a maximum reimbursement of $200,000.00, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price; provided, however, that if Seller conveys the Hunter’s Creek Property or the Metrowest Property or both to a third-party or third-parties such that the remedy of specific performance is unavailable to Purchaser, Purchaser shall have the right to seek its actual damages against Seller in an amount not to exceed $5,000,000.00 in the aggregate (but in no event shall Seller be liable for speculative, consequential, punitive, exemplary or special damages). Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance or actual damages against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action for specific performance or actual damages in the county in which the Property Exxxxxx Money is located deposited within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections Section 8.6, Section 10.3 and Section 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within one business day after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedyremedy (except as provided in Section 8.5, Section 10.3 and Section 10.4 hereof), either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing Closing, in which event Purchaser shall be entitled to receive a full refund of the Xxxxxxx Money and, in addition, Seller shall reimburse Purchaser for its actual out‑of‑pocket costs and recover expenses in connection with its negotiation of this Agreement, its investigation of the Earnest MoneyProperty, and the transactions contemplated by this Agreement, not to exceed an aggregate amount of $100,000, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten fifteen (1015) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county or parish in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies for a default by Seller prior to Closing shall be limited to those described in this Section 10.2 and Sections Section 10.3 and Section 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or materially breaches any of its covenants in Section 6.1 at or prior to Closing for any reason except failure by Purchaser to perform hereunder or failure of a condition precedent to Seller’s obligations hereunder, and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within one Business Day after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if prior Seller fails to Closing any one or more consummate the sale of Seller's representations or warranties are breached in any material respectthe Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to Closing without any reduction in the Purchase Price; provided, however, in the event (1) such termination is due to Seller’s willful breach or default, Purchaser shall be entitled to recover from Seller Purchaser’s Diligence Costs, or (2) specific performance is not available because Seller has conveyed the Property to another party, or Seller has voluntarily encumbered the Property after the Effective Date with a mortgage, deed of trust or financing lien in violation of this Agreement that Seller does not cause to be released at Closing, or Seller has willfully amended, modified, waived its rights under or terminated any Lease in violation of this Agreement with the intent to frustrate Closing, then Purchaser may pursue any and all remedies available at law or in equity, including the recovery of its Diligence Costs. In no event shall Seller be liable for any consequential, punitive or special damages under this Agreement. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance If Closing is not availableconsummated, Purchaser may seek any other right or remedy shall have all remedies available at law or in equity; provided, however, that equity in no the event shall Seller's liability exceed Seller fails to perform any obligation of Seller performable after the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of Closing under this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitratorAgreement. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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. As used herein, the term “Diligence Costs” means an amount equal to the lesser of (i) $200,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and paid to (A) Purchaser’s attorneys in connection with the negotiation of this Agreement and (B) to Purchaser’s attorneys and unrelated and unaffiliated third party consultants, contractors, suppliers or other third parties in connection with the performance of examinations, inspections and/or investigations pursuant to Sections 4.4 and 4.5 or determining the feasibility of Purchaser’s acquisition of the Property pursuant to this Agreement.

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within one Business Day after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (iib) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement Contract for any reason except failure by Purchaser to perform hereunder, or if prior to before Closing any one or more of Seller's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Purchaser to Seller (other than failure to close for any reason unrelated to a default by Purchaser, for which there shall electbe no notice or cure period), then Purchaser may, as its sole SOLE and EXCLUSIVE remedy, either to either: (i) terminate this Agreement Contract by giving Seller timely written notice of such its election prior to before or at Closing and recover the Earnest Money, Xxxxxxx Money and Purchaser’s Costs (defined below); (ii) enforce specific performance, ; or (iii) waive said xxxxxxx Seller's failure or breach and proceed to Closing. If Purchaser enforces specific performance of this Contract by Seller, Purchaser agrees that Purchaser shall be required to provide evidence that it has available the entire Sales Price in immediately available funds or commitments from its lenders, and that Purchaser shall accept whatever title to the Property in the form as of the date of the Commitment, subject to all liens, encumbrances and other matters affecting title to the Property (all of which shall be deemed Permitted Exceptions) without any reduction of the Sales Price, other than: (A) liens and encumbrances intentionally and deliberately placed by Seller on the Property after the date of the Commitment; (B) any liens granted by Seller under a deed of trust or other security instrument securing indebtedness of Seller; (C) unpaid taxes and special assessments for any years before the year of Closing; and (D) liens, encumbrances, and other matters that Seller is requested by Purchaser to cure or remove or bond against and that Seller expressly and unconditionally agrees in writing, in response to that request, to cure or remove or bond against (the matters described in items (A), (B), (C) and (D) are referred to herein as "Non-Permitted Liens"). In no event shall Seller be obligated to cure or remove or bond against any title defects, liens, encumbrances, or other matters affecting title, other than Non-Permitted Liens. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement Contract if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such that notice, fails to file a lawsuit asserting such the claim or cause of action in the county in which the Property is located Tarrant County, Texas, within two (2) months following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser's default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. For purposes of this Contract, "Purchaser’s Costs" shall mean (1) the actual expenses incurred by Purchaser, not to exceed the aggregate sum of $75,000.00 paid or payable to (A) to Purchaser’s attorneys (including in-house attorneys) in connection with the negotiation of this Contract or the proposed purchase of the Property, (B) to third party consultants in connection with the performance of examinations, inspections and/or investigations of the Property or (C) to any potential lender in connection with any proposed financing of the Property, plus, (2) only in the event such Seller’s default or breach is an Intentional Default (as hereinafter defined) any non-refundable "rate lock" or "spread lock" deposits or fees paid not more than five (5) Business Days prior to the scheduled Closing Date in connection with any proposed financing of Purchaser (and with not less than 1 Business Day prior written notice thereof to Seller) not to exceed the aggregate sum of $730,800. For purposes of this Contract, "Intentional Default" means any one or more of the following: (A) fraud by Seller, or (B) Seller’s refusal to Close in accordance with the terms of this Contract, or Purchase and Sale Agreement15233079_2 18 (C) (1) a conveyance of the Property by Seller to another person or entity in violation of the terms of this Contract or (2) an intentional act of Seller that results in a monetary encumbrance or lien against the Property that Seller (x) does not bond or otherwise remove at or prior to Closing, or (y) does not certify in writing to Purchaser that, to Seller’s Knowledge, (i) such lien was filed in bad faith, or (ii) results from work performed at the direction of a tenant or other third party, or (iii) is otherwise invalid or improper. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof11(b). If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation The provisions of this Agreement Section 11(b) shall survive the Closing or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes any termination of this provisionContract. If Closing is consummated, specific performance then Purchaser shall be considered not available have the rights and remedies set forth in this Contract if Seller fails to Purchaser only if a court perform any post-closing obligation of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISESeller under this Contract.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific enforcx xxxxxfic performance, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten twenty (1020) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two three (23) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the Earnest Money, if it is nox xxxxxded to Purchaser), plus the lesser of (i) $50,000.00 75,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction and (B) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i1) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (ii) enforce specific performanceperformance of Seller's obligations under this Agreement, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two three (23) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section SECTION 10.2 and Sections AND SECTIONS 10.3 and AND 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event except for any willful or intentional default of Seller hereunder shall Seller's liability exceed the lesser of (i1) $50,000.00 285,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction and preparation for Closing and (B) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4ARTICLE IV and the Due Diligence Agreements. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit GEXHIBIT H) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim claim, but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement Contract for any reason except failure by Purchaser to perform hereunder, or if prior to before Closing any one or more of Seller's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Purchaser to Seller (other than failure to close for any reason unrelated to a default by Purchaser, for which there shall electbe no notice or cure period), then Purchaser may, as its sole SOLE and EXCLUSIVE remedy, either to either: (i) terminate this Agreement Contract by giving Seller timely written notice of such its election prior to before or at Closing and recover the Earnest Money, Xxxxxxx Money and Purchaser’s Costs (defined below); (ii) enforce specific performance, ; or (iii) waive said xxxxxxx Seller's failure or breach and proceed to Closing. If Purchaser enforces specific performance of this Contract by Seller, Purchaser agrees that Purchaser shall be required to provide evidence that it has available the entire Sales Price in immediately available funds or commitments from its lenders, and that Purchaser shall accept whatever title to the Property in the form as of the date of the Commitment, subject to all liens, encumbrances and other matters affecting title to the Property (all of which shall be deemed Permitted Exceptions) without any reduction of the Sales Price, other than: (A) liens and encumbrances intentionally and deliberately placed by Seller on the Property after the date of the Commitment; (B) any liens granted by Seller under a deed of trust or other security instrument securing indebtedness of Seller; (C) unpaid taxes and special assessments for any years before the year of Closing; and (D) liens, encumbrances, and other matters that Seller is requested by Purchaser to cure or remove or bond against and that Seller expressly and unconditionally agrees in writing, in response to that request, to cure or remove or bond against (the matters described in items (A), (B), (C) and (D) are referred to herein as "Non-Permitted Liens"). In no event shall Seller be obligated to cure or remove or bond against any title defects, liens, encumbrances, or other matters affecting title, other than Non-Permitted Liens. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 Purchase and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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.Sale Agreement15233092_2 17

Purchaser’s Remedies. If Seller Sellers or any party comprising Sellers fails to perform its obligations consummate the sale of all or any portion of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's Sellers’ representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply if Sellers or any party comprising Sellers fails to consummate the sale of all or any portion of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller Sellers timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, plus receive reimbursement from Sellers for any and all out of pocket costs incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement or the transaction contemplated hereby not to exceed the sum of Fifty Thousand and no/100 Dollars (ii$50,000.00), (b) enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement under Section 10.2(a) above if Purchaser fails to deliver to Seller Sellers written notice of its intent to file a claim or assert a cause of action for specific performance against Seller Sellers on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county or counties in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections Section 8.6, Section 10.3 and Section 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S SELLERS’ DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior hereunder and such failure is not cured to Closing any one or more Purchaser’s reasonable satisfaction within five (5) business days after receipt of Seller's representations or warranties are breached in any material respectnotice of such failure, Purchaser shall elect, as its sole remedyremedy (except as provided in Sections 8(c) and 10(c) hereof), either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest MoneyDeposit, together with its reasonable out-of-pocket third-party expenses incurred in connection with this transaction including without limitation fees and charges paid to its lender and attorneys fees, not to exceed $240,000.00 in the aggregate, (ii) enforce specific performance, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. For the avoidance of doubt, the cure period set forth in the immediately preceding sentence shall not apply to Seller’s obligation to convey the Properties at Closing pursuant to the terms of this Agreement, and Purchaser shall not be required to send notice to Seller of such breach and/or failure before exercising its remedies hereunder. Notwithstanding anything herein to the contrary, in the event that specific performance is not available to Purchaser because Seller intentionally and willfully PFS:009462.0002.2820427.11 defaults under this Agreement and without Purchaser being in default hereunder beyond the applicable cure period, Seller shall pay to Purchaser, within ten (10) days after such termination, an amount equal to Purchaser’s actual and provable damages for such intentional and willful breach. Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten thirty (1030) business days following the scheduled Closing Date Date, or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within DuPage County, Illinois two (2) months following the scheduled Closing Date. The provisions of this Section shall not limit Purchaser's ’s right to pursue and recover on a claim following the Closing with respect to a breach of any of the representations and warranties given by Seller in this Agreement pursuant to which Purchaser shall have all rights and remedies accorded by law, equity or otherwise subject, however, to Section 9(d). Purchaser’s remedies shall be limited to those described in this Section 10.2 10(b) and Sections 10.3 8(c), 10(c), and 10.4 10(d) hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in In no event shall Seller's ’s direct or indirect partners, shareholders, owners or affiliates, any officer, director, employee or agent of the foregoing, or any affiliate or controlling person thereof have any liability exceed the lesser for any claim, cause of (i) $50,000.00 action or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation other liability arising out of or relating to this Agreement or the due diligence activities performed by Purchaser Properties, whether based on contract, common law, statute, equity or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISEotherwise.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Xxxxxxx Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two four (24) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance Performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 100,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction and (B) to unrelated and unaffiliated third Party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 44 (with a reasonable allowance for in-house expenses). For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of Of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitratorcourt. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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, PROPERTY WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Remedies. If (a) In the event Purchaser elects to proceed to Closing notwithstanding Purchaser’s actual knowledge of the existence of a breach or default by Seller fails with respect to perform its obligations pursuant to any representation, warranty, covenant or agreement of Seller under this Agreement for any reason except failure by Purchaser to perform hereunderAgreement, or if prior to Closing any one or more the failure of Seller's representations or warranties are breached in any material respect, a Purchaser shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein to the contraryCondition, Purchaser shall be deemed to have elected waived each such breach, default and failure and any and all rights and remedies in connection therewith. The term “Purchaser’s actual knowledge” (and words of similar import) shall mean the current actual knowledge, based on reasonable but not unlimited investigation, diligence or inquiry in connection with the matters that are the subject of this Agreement or any Other Purchase and Sale Agreement, of Sxxxxxx Xxxxxxxx, Jxxxxx Xxxxxxx and Rxxxxx Xxxxx. (b) If Seller fails to make the Seller Closing Deliveries at Closing as required by Section 9.2(a) of this Agreement for any reason other than a permitted termination of this Agreement or a Purchaser breach or default, Purchaser may, as Purchaser’s sole and exclusive remedy, either (i) terminate this Agreement and the Other Purchase and Sale Agreements, except the terms which expressly survive Closing, and receive a return of the Exxxxxx Money, or (ii) sxx for specific performance. (c) Subject to Section 11.2 above, Purchaser may bring a cause of action against Seller for (i) the breach or default of any representation, warranty, obligation, covenant or agreement of Seller under this Agreement if Purchaser fails first learns of the breach or default after Closing and, within the Survival Period, notifies Seller in writing setting forth specifically and in reasonable detail the claim being made with respect to deliver to such representation, warranty, obligation, covenant or agreement of Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date orand reasonable and appropriate backup information, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred breach or default by Purchaser and incurred directly Seller under any Seller Closing Deliveries, or (iii) otherwise in connection with the negotiation of transactions contemplated by this Agreement or which survive Closing (including, without limitation the due diligence activities performed by Purchaser or at Purchaser's direction in connection with Seller’s Indemnity Obligations) (collectively, the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser “Seller Surviving Obligations”) only if a court the claims in the aggregate with respect to the Asset and all Other Assets exceed One Hundred Thousand Dollars ($100,000) (the “Minimum Amount”), and the aggregate maximum liability of competent jurisdiction Seller for the Seller Surviving Obligations under this Agreement and under the Other Purchase and Sale Agreements, and with respect to the Asset and the Other Assets, shall in no event exceed Eleven Million Dollars (or an arbitrator, as per Exhibit G$11,000,000) determines conclusively that Purchaser is entitled to specific performance on (the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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“Maximum Amount”).

Purchaser’s Remedies. If Seller fails to perform its obligations consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing in any material respect for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default or breach is not cured by the fifth (5th) Business Day after written notice thereof from Purchaser (Purchaser hereby agreeing to give such written notice to Seller within one Business Day after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (ia) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest Money, Xxxxxxx Money and reimbursement from Seller of the actual reasonable out-of-pocket expenses incurred by Purchaser (but in no event to exceed $500,000) and paid (i) to Purchaser’s attorneys in connection with the negotiation of this Agreement and the review and analysis of the Property Information and (ii) to unrelated and unaffiliated third party consultants and travel providers in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4, (b) recover the Xxxxxxx Money and enforce specific performanceperformance to consummate the sale of the Property hereunder, or (iiic) waive said xxxxxxx failure or breach and proceed to ClosingClosing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days Business Days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in Section 8.6 or this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if due to Seller’s frustration of Purchaser’s attempt therefor (as finally determined by a court of competent jurisdiction (law or an arbitratorpursuant to arbitration in accordance with the terms of Exhibit I hereto), as per Exhibit G) determines conclusively that Purchaser is shall be entitled to specific performance on liquidated damages from Seller in the merits amount of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control $10,000,000 as liquidated damages and not as penalty, in full satisfaction of the court or arbitratorclaims against Seller hereunder. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, 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. The Closing Date shall be extended, if applicable, to provide the cure period set forth in the first sentence hereof.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to when due any act required by this Agreement for any reason except failure to be performed by Purchaser to perform hereunder, Seller on or if prior to the Closing any one or more of Seller's representations or warranties are breached Date, and provided Purchaser is not then in any material respectdefault, Purchaser shall electthen Purchaser, as its sole remedyand exclusive remedies, either may, if such default is not cured after five (5) days notice to Seller and Escrow Agent, either: (i) terminate this Agreement by and the escrow, such termination to be effective upon Purchaser giving Seller timely written notice of termination to Seller and Escrow Agent, and upon such election prior termination, Purchaser shall be entitled to (x) a return of, and Escrow Agent shall deliver to Purchaser, the Deposit (together with the interest thereon as described in Section 1.3.1), and (y) reimbursement from Seller for Purchaser’s reasonable actual out-of-pocket expenses incurred to unrelated third parties during the inspection process for third-party reports, appraisal fees, and similar expenses (other than the Design Costs, as that term is defined in Article 17), but not to exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00); or at Closing and recover the Earnest Money, (ii) enforce bring an action to compel specific performanceperformance of Seller's obligations hereunder, or thereby waiving any other legal and equitable remedies against Seller; provided, however, that any action for specific performance must be filed and served upon Seller within thirty (iii30) waive said xxxxxxx or breach and proceed days after Seller’s alleged failure to Closing. Notwithstanding anything herein to the contraryperform, otherwise Purchaser shall be deemed to have elected to terminate proceed in accordance with clause (i) above. In no event shall Purchaser be entitled to seek or obtain money damages against Seller based on Seller's alleged failure to perform when due any act required by this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against be performed by Seller on or before ten (10) business days following prior to the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and incurred directly in connection with the negotiation of this Agreement or the due diligence activities performed by Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance shall be considered not available to Purchaser only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 Remedies. Company and each Shareholder agree that the provisions of this Article 7 are reasonable and necessary to protect the legitimate business interests of Purchaser. If Seller fails to perform its obligations pursuant to this Agreement for Company or a Shareholder breaches any reason except failure by Purchaser to perform hereunder, of the provisions of Section 7.1 or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect7.2, Purchaser shall electmay, as its sole remedyamong other remedies, either withhold any Earn-Out Payments that are otherwise owed to (i) terminate Company under this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Earnest MoneyAgreement, (ii) enforce specific performance, or (iii) waive said xxxxxxx or breach and proceed to Closing. Notwithstanding anything herein up to the contraryamount of Purchaser’s actual monetary damages, Purchaser shall be deemed to unless and until a final determination is made by a court or arbiter of competent jurisdiction that Company and the Shareholders have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file not breached Section 7.1 or 7.2 in a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available, Purchaser may seek any other right or remedy available at law or in equitymanner causing actual monetary damages; provided, howeverthat any such withholding must be made in good faith, that and if the Earn-Out Payments are withheld and the claim for breach of this provision is later determined to be invalid or the withholding exceeded the actual monetary damages, Purchaser will promptly pay the amount of the withheld Earn Out Payment plus 10% interest from the date the Earn Out Payment was due to the date paid. Notwithstanding the foregoing, in no event shall Seller's liability exceed the lesser of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred withholdings by Purchaser and incurred directly in connection with from the negotiation Earn-Out Payment be deemed an acknowledgement by Purchaser, Company or the Shareholders that damages or the withholding of payment is an adequate remedy for the breach of the provision of this Agreement Section 7.1 or 7.2. Company and each Shareholder agrees and acknowledges that damages and such termination of payments would be an inadequate remedy for his or her breach of any of the provisions of Section 7.1 or 7.2, and that his or her breach of any of such provisions will result in immeasurable and irreparable harm to Purchaser. Therefore, in addition to any other remedy to which Purchaser or Calavo may be entitled by reason of Company’s or the due diligence activities performed by Shareholder’s breach of any such provision, Purchaser or at Purchaser's direction in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4. For purposes of this provision, specific performance Calavo shall be considered not available entitled to Purchaser only if a seek and obtain temporary, preliminary, and permanent injunctive relief from any court of competent jurisdiction (restraining Company or an arbitrator, as per Exhibit G) determines conclusively that Purchaser is entitled to specific performance on the merits Shareholder from committing or continuing any breach of its claim but said court any provision of Section 7.1 or arbitrator is unable to enforce specific performance due to reasons beyond the control of the court or arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, 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 OTHERWISE7.2.