Common use of Purchaser’s Remedies Clause in Contracts

Purchaser’s Remedies. If Seller fails to 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 five 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof 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. 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 consummate the sale is not completed as herein provided solely by reason 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 material default 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 five 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 electbe entitled, as its sole and exclusive remedy, to either to (i) (a) terminate this Agreement (by giving delivering notice to Seller timely which includes a waiver of any right, title or interest of Purchaser in the Property) and (b) if Purchaser so elects, pursue an action at law for recovery of Purchaser’s actual out-of-pocket third-party costs incurred as part of Purchaser’s due diligence efforts and attorney’s fees incurred in connection with the negotiation and preparation of this Agreement and representation of Purchaser hereunder, up to but not to exceed $150,000, which action must be commenced, if at all, within the sixty (60) day period following the occurrence of such material default of Seller (the “Limitation Period”); provided, however, that if, within the Limitation Period, Purchaser gives Seller written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or a breach and proceed Seller commences to Closing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrarycure and thereafter terminates such cure effort, Purchaser shall be deemed have an additional thirty (30) days from the date of such termination within which to have elected commence an action at law for third-party costs, as aforesaid, as a consequence of Seller’s failure to terminate cure 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 thirty business within sixty (60) days following after the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof following the scheduled Final Closing Date. Purchaser's remedies shall be limited Purchaser waives any right to those described pursue any other remedy at law or equity for such default of Seller, including, without limitation, any right to seek, claim or obtain damages (other than for costs under (i)(b) and (ii) above), punitive damages or consequential damages. Except as set forth herein and in this SECTION 10.2 and SECTIONS 10.3 and 10.4 hereofAgreement, 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 Property, the condition of the Property, this Agreement, or any transaction or matter between the parties contemplated hereunder. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERSPurchaser’s remedies hereunder are in addition to the right to receive the return of the Deposit, SHAREHOLDERSsubject to Section 9.4, 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 OTHERWISEto the extent it is not applied to the Purchase Price in connection with Purchaser’s action for specific performance.

Purchaser’s Remedies. If Seller fails to 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 five 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the 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 ($50,000.00), (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty ten business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Section 8.6, Section 10.3 and Section 10.4 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 consummate the sale of the Property perform its obligations 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 five 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 remedyremedy (Purchaser hereby waiving all other rights or remedies), either to (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (bii) enforce specific performance to consummate the sale of the Property hereunderperformance, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof 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 Section 10.2 and SECTIONS Sections 10.3 and 10.4 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 consummate the sale of the Property perform its obligations 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 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 default or breach 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 by the earlier of the third within one (3rd1) business day Business Day after written notice thereof from Purchaser, then Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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 electmay, as its sole and exclusive remedy, either to either: (ai) terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Xxxxxxx Money, Money and Seller shall reimburse Purchaser for Purchaser’s out-of-pocket expenses not to exceed Fifty Thousand and No/100 Dollars (b$50,000.00); (ii) enforce specific performance to consummate the sale of the Property hereunder, Seller’s obligations under this Agreement; or (ciii) waive said Seller’s failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty business days ten (10) Business Days following the scheduled Closing Date or, having given such that notice, fails to commence an arbitration resolution file a lawsuit asserting the claim or cause of the dispute action in accordance with the requirements hereof Salt Lake County, Utah, within thirty (30) 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 hereofSection 11(b). 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 OTHERWISEThe provisions of this Section 11(b) shall survive the Closing or any termination of this Agreement.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder hereunder, or Portfolio Seller defaults in its obligations under the Portfolio Purchase and Sale Agreement at or prior to 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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 Membership Interests hereunder or Portfolio Seller fails to consummate the sale of the Portfolio Property hereunderunder the Portfolio Purchase and Sale Agreement), Purchaser shall elect, as its sole remedyremedy hereunder, either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the 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, (b) enforce specific performance to consummate the sale of the Property Membership Interests hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days ten (10) Business Days following the scheduled Closing Date or, having given such noticenotice that it intends to seek specific performance, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of the dispute action in accordance with the requirements hereof New York County, New York within two months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this EXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE MEZZANINE LOAN AND SECTION 10.2 and SECTIONS 10.3 and 10.4 hereof. 9.4, 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 consummate the sale of the Property perform its obligations 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Earnest Money, (bii) enforce specific performance to consummate the sale of the Property hereunderperformance, or (ciii) waive said failure xxxxxxx or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS 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 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Exxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, If Purchaser shall be deemed to have elected elects to terminate this Agreement if as provided in the preceding sentence, Seller shall reimburse Purchaser fails for an amount equal to deliver the lesser of (1) Purchaser’s actual third-party out-of-pocket costs and expenses (including reasonable attorneys’ fees, costs and disbursements) related to Seller written notice the negotiation of its intent to file a claim this Agreement and the transactions contemplated hereby and Purchaser’s due diligence, or assert a cause of action for specific performance against Seller on or before thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof following the scheduled Closing Date(2) $60,000. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof. 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 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 five 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover receive a return of the Xxxxxxx Money, or (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty ten business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Section 8.4, Section 9.3, Section 10.3 and Section 10.4 hereof. If Closing is consummated, Purchaser shall have all remedies available at law or in equity in the event Seller fails to perform any obligation of Seller which expressly survives the Closing under this Agreement. 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 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 earlier of the third fifth (3rd5th) business day Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx MoneyMoney 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 performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days ten Business Days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in Section 8.6 or this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof. If, however, the equitable remedy of specific performance is not available to Purchaser due to Seller’s frustration of Purchaser’s attempt therefor (as finally determined by a court of law or pursuant to arbitration in accordance with the terms of Exhibit I hereto), Purchaser shall be entitled to liquidated damages from Seller in the amount of $10,000,000 as liquidated damages and not as penalty, in full satisfaction of claims 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 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 third fifth (3rd5th) business day Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days (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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx 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, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days twenty (20) Business Days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within six (6) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof. EXCEPT AS OTHERWISE PROVIDED, 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 Seller fails to 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 fifth (3rd5th) business day Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover in which event the Xxxxxxx MoneyExxxxxx Money shall be promptly thereafter refunded to Purchaser by Escrow Agent, (b) enforce specific performance of Seller’s obligation to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days ten Business Days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within sixty (60) days following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof. Further, notwithstanding the foregoing, in the event that the remedy of specific performance shall not be 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 shall be entitled to collect from Seller damages in an amount equal to all actual and reasonable third party, out of pocket costs and expenses incurred by Purchaser in connection with the transaction contemplated hereby, but limited, in all events to $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 Sellers or any party comprising Sellers fails to 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 (Purchaser hereby agreeing to give such written notice to Seller within five business days after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller 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 (a) terminate this Agreement by giving Seller Sellers timely written notice of such election prior to or at Closing and recover the 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 ($50,000.00), (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty ten business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county or counties in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Section 8.6, Section 10.3 and Section 10.4 hereof. 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 any Seller fails defaults in any material respect in performing its obligations under this Agreement to consummate close the sale of the Property pursuant Property, including but not limited to this Agreement or otherwise defaults on its any of the Sellers’ obligations hereunder at or prior under Section 5.6 and Section 7.4(a), then Purchaser shall have the right, after delivery of written notice to Sellers of such failure and the expiration of a five (5) Business Day cure period from delivery of such notice, to exercise any one of the following as Purchaser’s sole and exclusive remedy: (a) proceed to Closing for without any reason except failure by reduction in or set off against the Purchase Price, in which case Purchaser shall be deemed to perform hereunderhave waived the default of such Seller or Sellers, as applicable, in performing its or if prior to Closing any one their obligations and covenants under this Agreement, as applicable or more of Seller's ’s or Sellers’ incorrect representations or warranties are breached in any material respectand warranties, as applicable, and such default waiver will be deemed to include any and all Claims associated with the same, including any related post closing survivability or breach is not cured by the earlier of the third post closing indemnity; or (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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 (ab) terminate this Agreement by giving Seller timely Sellers written notice of such election prior to or at the Closing and recover whereupon (i) Escrow Agent shall promptly return the Xxxxxxx MoneyMoney to Purchaser, (bii) enforce specific performance Sellers shall reimburse Purchaser within ten (10) Business Days following written demand by Purchaser in an amount equal to consummate the sale Purchaser’s reasonable out-of-pocket costs of the Property hereundertransaction actually incurred or due and payable to third parties (which such written demand shall be provided to Sellers no later than sixty (60) days after the date of the notice of termination referred to in this Section 6.2(b) and shall enclose supporting documentation reasonably evidencing such costs as having actually been so incurred), including reasonable attorney’s fees and costs incurred in connection with this Agreement and the investigation of the Property, and (iii) following Purchaser’s receipt of the amounts specified in clauses (i) and (ii), neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except that (A) Sellers shall pay the expenses of escrow, (B) each party shall continue to be obligated under the provisions in this Agreement that survive termination, including, without limitation, those set forth in Section 1.3 (Inspection Period) this Article 6 (Remedies), Section 7.6 (Commissions), Article 9 (Indemnification) and Section 10.10 (Confidentiality); or (c) waive said failure or breach and proceed to Closing 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 compel specific performance against Seller on or before thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution Property on the part of Sellers under the dispute in accordance with the requirements hereof following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in terms of this SECTION 10.2 and SECTIONS 10.3 and 10.4 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 OTHERWISEAgreement.

Purchaser’s Remedies. If Seller fails defaults in any material respect in performing its obligations under this Agreement to consummate close the sale of the Property pursuant Hotel, including but not limited to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by under Section 8.4(a), then Purchaser to perform hereundershall have the right, or if prior to Closing any one or more after delivery 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 of such failure and the expiration of a five business days after Purchaser first learns of any such default or breach by Seller, except no notice or (5) Business Day cure period shall apply if Seller fails from delivery of such notice, to consummate the sale exercise any one of the Property hereunder)following as Purchaser’s sole and exclusive remedy: (a) proceed to Closing without any reduction in or set-off against the Purchase Price, in which case Purchaser shall electbe deemed to have waived Seller’s default in performing its obligations and covenants under this Agreement or Seller’s incorrect representations and warranties and such waiver will be deemed to include any and all Claims associated with the same, as its sole remedy, either to including any post-closing survivability or post-closing indemnity; or (ab) terminate this Agreement by giving Seller timely written notice of such election prior to or at the Closing and recover whereupon (i) Escrow Agent shall immediately return the Xxxxxxx MoneyMoney (including interest accrued thereon) to Purchaser, (bii) enforce Seller shall reimburse Purchaser within ten (10) Business Days following demand by Purchaser for all of Purchaser’s documented out-of-pocket costs of the transaction actually incurred to third parties, including reasonable attorney’s fees and costs incurred in connection with this Agreement and the investigation of the Hotel, not to exceed a total of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00), and (iii) neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except that (A) Seller shall pay the expenses of escrow, (B) each party shall continue to be obligated under the Surviving Obligations; or (c) pursue the remedy of specific performance to consummate the sale extent available as a legal or equitable remedy. If Purchaser fails to elect, by written notice to Seller, any of the Property hereunder, or foregoing remedies within ten (c10) waive said failure or breach and proceed to Closing without any reduction in Business Days after Purchaser’s delivery of the Purchase Price. Notwithstanding anything herein to the contrarydefault notice contemplated by this Section 7.2, Purchaser shall conclusively 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute remedy set forth in accordance with the requirements hereof 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. 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 OTHERWISESection 7.2(a).

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing 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 such default this failure or breach is not cured by the earlier of the third within three (3rd3) business day Business Days after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days after Purchaser first learns of (other than failure to close for any such reason unrelated to a default or breach by SellerPurchaser, except for which there shall be no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunderperiod), then Purchaser shall electmay, as its sole SOLE and EXCLUSIVE remedy, either to either: (ai) terminate this Agreement Contract by giving Seller timely written notice of such its election prior to before or at Closing and recover the Xxxxxxx Money, Money and Purchaser’s Costs (bdefined below); (ii) enforce specific performance to consummate the sale of the Property hereunder, performance; or (ciii) waive said Seller's failure or breach and proceed to Closing 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 Purchase Pricematters 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof 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. 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 fails to 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, hereunder or if prior to Closing any one as a result of a breach of a representation or more of Seller's representations or warranties are breached warranty in any material respect, and such default or breach respect which 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 five 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)as set forth below, Purchaser shall elect, as its sole remedy, either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, Money or (b) enforce specific performance to consummate the sale of the Property hereunder. If prior to Closing any one or mere 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 promptly after Purchaser first learns of any such default or breach by Seller), Purchaser shall elect, as its sole remedy, either to (x) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money or (cy) waive said failure or breach and proceed to Closing 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof 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. 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 to the contrary contained in this Agreement, if as of the Closing date, Seller is unable to obtain the Lienholder’s Consent and Agreement with respect to the GE Capital Loan, Seller shall not be deemed to be in default of its obligations under this Agreement and Purchaser’s sole and exclusive remedy shall be to terminate this Agreement and immediately receive a return of the Xxxxxxx Money from Escrow Agent and thereafter the parties hereto shall have no further rights or obligations hereunder, except for the rights and obligations which, by their terms, survive the termination hereof.

Purchaser’s Remedies. If In the event Seller fails to consummate the sale of the Property pursuant to this Agreement or otherwise materially defaults on in the performance of any of 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 five 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 Seller’s obligation to deliver the sale of documents required under Section 7.2 to Escrow Agent on or prior to the Property hereunderClosing Date), Purchaser shall elect, as its sole remedy, either (i) to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing Closing, and recover the Xxxxxxx Money (including the Non-Refundable Xxxxxxx Money), together with any and all Purchaser's Costs (bas defined below) incurred as of the date of such termination up to a maximum of $100,000.00, in which event Purchaser and Seller shall have no further obligations hereunder (except with respect to the Surviving Terms, which shall survive any such termination) and Seller shall be free to offer the Property for sale to third parties, or (ii) to enforce specific performance of the obligations of Seller hereunder, provided that the remedy of specific performance will not be applicable with respect to consummate the sale cure or removal of any Title Objections which, by the terms of this Agreement, Seller is not otherwise obligated to cure or remove. Provided further, if the remedy of specific performance is not available due to any action or inaction by or on behalf of Seller or any agent or affiliate thereof, Seller shall reimburse Purchaser for all of its direct, third-party out-of-pocket costs and expenses actually incurred by Purchaser in connection with this Agreement and the inspection and acquisition of said Property, such amount not to exceed One Hundred Thousand and No/100 Dollars ($100,000.00) plus any actual, non-refundable expenses directly related to Purchaser’s financing of the purchase of the Property hereunderand Purchaser shall not be entitled to any entitlement to special, consequential or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Pricepunitive 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 1184306 v7 action for specific performance against Seller on or before thirty business sixty (60) days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting said claim or cause of the dispute action in accordance with the requirements hereof Gwinnett County, Georgia within ninety (90) days following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION 10.2 Sections 6.2, 6.3 and SECTIONS 10.3 6.4, and 10.4 hereofPurchaser hereby expressly waives and relinquishes any and all rights to pursue any other remedy at law or in equity. IN NO EVENT SHALL SELLER'S DIRECT SELLER OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF SELLER HAVE ANY LIABILITY LIABILITY, BEYOND ITS INTEREST IN THE PROPERTY, 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, "Purchaser's Costs" shall mean the actual expenses incurred by Purchaser and paid to (i) Purchaser's third-party attorneys in connection with the negotiation of this Agreement or the proposed purchase and/or financing of the Property, (ii) to third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Section 3, and (iii) to any potential lender in connection with any proposed financing of the Property; provided, no rate lock fees paid prior to five (5) business days before Closing (as initially scheduled) shall be included.

Purchaser’s Remedies. If Seller fails 10.1.1 the amount necessary to consummate put the sale Company and the Subsidiaries into the position which would have existed if the Vendor Warranties had not been so breached; and 10.1.2 all reasonable costs and expenses (including legal costs on an indemnity basis) incurred by the Purchaser, WAM!NET or the Company or any of the Property pursuant Subsidiaries as a result of such breach. The rights of the Purchaser and WAM!NET referred to in this Agreement sub-clause 10.1 shall not restrict any of the rights of the Purchaser and WAM!NET or otherwise defaults the ability of the Purchaser and WAM!NET to claim damages on any basis available to them in the event of any breach of the Vendor Warranties. 10.2 The Warrantors hereby jointly and severally agree with the Purchaser and WAM!NET (and subject always to sub-clause 9.1 and Part 1 of the Eighth Schedule) to indemnify and keep indemnified each of the Purchaser and WAM!NET (for themselves and as trustees for the Company and its obligations Subsidiaries) against any costs, damages, losses and liabilities (including, without limitation, any liability to Taxation) suffered or incurred by the Purchaser, WAM!NET, the Company or any Subsidiary by reason of the implementation of the arrangements contemplated by the Option Assignments, including without limitation the offers made to the Optionholders and payments thereto. If any payment hereunder is subject to Taxation in the hands of the recipient, such further payment shall be made as is necessary to ensure that the recipient is put in the same position as if no such Taxation had been due. 10.3 The Purchaser and WAM!NET may at or any time prior to Closing for Completion (without 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 (3rdliability on their part) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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 (a) terminate rescind this Agreement by giving Seller timely written notice in writing to the Vendors to that effect as soon as reasonably practicable after the Purchaser or WAM!NET becomes aware of any Material Breach of any Vendor Warranties. 10.4 The rights, including any such right of rescission conferred on the Purchaser and WAM!NET by this Clause, shall be in addition to and without prejudice to all other rights and remedies available to the Purchaser and WAM!NET. 10.5 The Purchaser and WAM!NET may release or compromise the liability of any of the Warrantors hereunder or grant to any Warrantor time or other indulgence without affecting the liability of any other Warrantor hereunder. 10.6 No failure to exercise, and no delay in exercising on the part of the Purchaser and WAM!NET any right or remedy in respect of any Vendor Warranty shall operate as a waiver of such election prior to right, remedy or at Closing Vendor Warranty nor shall a single or partial exercise of such right or remedy preclude the exercise of such or any other right or remedy. 10.7 The Warrantors hereby agree with the Purchaser and recover the Xxxxxxx Money, WAM!NET (b) enforce specific performance to consummate the sale for themselves and as trustees of the Property hereunderCompany and the Subsidiaries) to waive any right which they may have in respect of any misrepresentation, inaccuracy or (c) waive said failure omission in or breach from any information or advice supplied or given by the Company or the Subsidiaries or any of their officers and proceed employees or professional advisers in enabling the Warrantors to Closing without any reduction in give the Purchase Price. Notwithstanding anything herein Vendor Warranties and the Warrantors and their professional advisers to prepare 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof 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. 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 OTHERWISEDisclosure Letter.

Purchaser’s Remedies. If Seller fails to 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days ten Business Days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 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 consummate the sale of the Property perform its obligations 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, hereunder and such default or breach failure 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 Purchaser’s reasonable satisfaction within five (5) business days after Purchaser first learns receipt of any notice of 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)failure, Purchaser shall elect, as its sole remedyremedy (except as provided in Sections 8(c) and 10(c) hereof), either to (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx 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, (bii) enforce specific performance to consummate the sale of the Property hereunderperformance, or (ciii) waive said failure or breach and proceed to Closing without any reduction Closing. For the avoidance of doubt, the cure period set forth in the Purchase Priceimmediately 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 thirty business (30) days following the scheduled Closing Date Date, or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of the dispute action in accordance with the requirements hereof 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 Section 10(b) and SECTIONS 10.3 Sections 8(c), 10(c), and 10.4 10(d) hereof. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERSIn no event shall Seller’s direct or indirect partners, SHAREHOLDERSshareholders, OWNERS OR AFFILIATESowners or affiliates, ANY OFFICERany officer, DIRECTORdirector, EMPLOYEE OR AGENT OF THE FOREGOINGemployee or agent of the foregoing, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIMor 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 PROPERTYcause of action or other liability arising out of or relating to this Agreement or the Properties, WHETHER BASED ON CONTRACTwhether based on contract, COMMON LAWcommon law, STATUTEstatute, EQUITY OR OTHERWISEequity or otherwise.

Purchaser’s Remedies. If Seller fails to 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 five 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 timely deliver the sale of the Property hereunderdocuments 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 Exhibit M, List of Existing Loan Documents M-33 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business sixty (60) days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. If Purchaser properly terminates this Agreement pursuant to subsection (a) above and such termination arose out of a willful and knowing failure of Seller to deliver the Ground Lease Assignment to Purchaser in accordance with this Agreement with the condition of title to the Property as required hereunder (as determined on a non-appealable basis by a court of competent 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 remedies shall be limited to those 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 claim for specific performance shall not be (i) limited in any manner by the 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 termination in favor of Purchaser that is expressly provided for under another section of this SECTION 10.2 and SECTIONS 10.3 and 10.4 hereofAgreement. 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 Notwithstanding anything to the contrary contained in this Agreement, if Closing does not occur due to a Seller fails to 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 default, then 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 five 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 electmay, as its Purchaser’s sole remedyand exclusive remedy hereunder and at Purchaser’s option, either to (a) terminate this Agreement by giving Seller timely written notice to Seller, Escrow Agent and Title Insurer given at any time after Seller shall have failed, for a period of five (5) days after written notice from Purchaser, to cure such default and, upon receipt of such election prior to or at Closing and recover notice of termination, Escrow ImanageDB:4161238.11 Agent shall refund the Xxxxxxx MoneyMoney to Purchaser and, if Seller’s default was the result of Seller’s intentional and willful act or failure to act, Seller shall reimburse Purchaser for all of its actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with this Agreement, up to a maximum aggregate amount of $300,000.00, whereupon neither party shall have any rights or obligations under this Agreement, except for those obligations which expressly survive Closing, or (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 upon notice 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 not more than thirty business (30) days following after the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof following the originally scheduled Closing Date, and provided an action is filed within thirty (30) days thereafter, Purchaser may seek specific performance of Seller’s obligation to convey the Property, but not damages; provided, however, solely in the event that Purchaser elects to proceed under this clause (b) and, despite Purchaser’s commercially reasonable efforts related thereto, specific performance is not available, Purchaser may terminate this Agreement, whereupon (i) Escrow Agent shall refund the Xxxxxxx Money to Purchaser, (ii) if Seller’s default and/or the unavailability of specific performance was the result of Seller’s intentional and willful act or failure to act, Seller shall be obligated to pay to Purchaser an amount equal to Purchaser’s actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with this Agreement up to a maximum aggregate amount of $300,000.00, and (iii) neither party shall have any rights or obligations under this Agreement, except for those obligations which expressly survive Closing. Purchaser's remedies ’s failure to seek specific performance as aforesaid shall be limited constitute its election to those described proceed under clause (a) above. Purchaser acknowledges and agrees that the waivers, releases and other provisions contained in this SECTION 10.2 Section 7.1 as well as elsewhere in this Agreement, were a material factor in Seller’s acceptance of the Purchase Price and SECTIONS 10.3 agreement to the terms of this Agreement, and 10.4 hereofthat Seller is unwilling to sell the Property to Purchaser unless Seller is released and indemnified as expressly set forth herein. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERSThe releases by Purchaser set forth in this Agreement include claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, SHAREHOLDERSif known by Purchaser, OWNERS OR AFFILIATESwould materially affect Purchaser’s release of Seller. _____________ (Purchaser’s Initials) Purchaser acknowledges and agrees that Purchaser, ANY OFFICERtogether with Purchaser’s counsel, DIRECTORhas fully reviewed the disclaimers, EMPLOYEE OR AGENT OF THE FOREGOINGwaivers, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIMreleases, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTYindemnities, WHETHER BASED ON CONTRACTetc., COMMON LAWset forth in this Agreement, STATUTEand understands the significance and effect thereof. The terms and conditions of this Section 7.1 will expressly survive the Closing, EQUITY OR OTHERWISEwill not merge with the provisions of any closing documents, and will be incorporated into the Deed.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Earnest Money, (bii) enforce specific performance to consummate the sale of the Property hereunderenforcx xxxxxfic performance, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS 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 paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement 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 Notwithstanding anything to the contrary contained in this Agreement, if Closing does not occur due to a Seller fails to 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 default, then 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 five 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 electmay, as its Purchaser’s sole remedyand exclusive remedy hereunder and at Purchaser’s option, either to (a) terminate this Agreement by giving Seller timely written notice to Seller, Escrow Agent and Title Insurer given at any time after Seller shall have failed, for a period of five (5) days after written notice from Purchaser, to cure such default and, upon receipt of such election prior notice of termination, Escrow Agent shall refund the Earnest Money to Purchaser and, if Seller’s default was the result of Seller’s intentional and willful act or at Closing and recover the Xxxxxxx Moneyfailure to act, Seller shall reimburse Purchaser for all of its actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with this Agreement, up to a maximum aggregate amount of $300,000.00, whereupon neither party shall have any rights or obligations under this Agreement, except for those obligations which expressly survive Closing, or (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 upon notice 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 not more than thirty business (30) days following after the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof following the originally scheduled Closing Date, and provided an action is filed within thirty (30) days thereafter, Purchaser may seek specific performance of Seller’s obligation to convey the Property, but not damages; provided, however, solely in the event that Purchaser elects to proceed under this clause (b) and, despite Purchaser’s commercially reasonable efforts related thereto, specific performance is not available, Purchaser may terminate this Agreement, whereupon (i) Escrow Agent shall refund the Earnest Money to Purchaser, (ii) if Seller’s default and/or the unavailability of specific performance was the result of Seller’s intentional and willful act or failure to act, Seller shall be obligated to pay to Purchaser an amount equal to Purchaser’s actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with this Agreement up to a maximum aggregate amount of $300,000.00, and (iii) neither party shall have any rights or obligations under this Agreement, except for those obligations which expressly survive Closing. Purchaser's remedies ’s failure to seek specific performance as aforesaid shall be limited constitute its election to those described proceed under clause (a) above. Purchaser acknowledges and agrees that the waivers, releases and other provisions contained in this SECTION 10.2 Section 7.1 as well as elsewhere in this Agreement, were a material factor 1379426.v9 ImanageDB:4161238.11 in Seller’s acceptance of the Purchase Price and SECTIONS 10.3 agreement to the terms of this Agreement, and 10.4 hereofthat Seller is unwilling to sell the Property to Purchaser unless Seller is released and indemnified as expressly set forth herein. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERSThe releases by Purchaser set forth in this Agreement include claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, SHAREHOLDERSif known by Purchaser, OWNERS OR AFFILIATESwould materially affect Purchaser’s release of Seller. _____________ (Purchaser’s Initials) Purchaser acknowledges and agrees that Purchaser, ANY OFFICERtogether with Purchaser’s counsel, DIRECTORhas fully reviewed the disclaimers, EMPLOYEE OR AGENT OF THE FOREGOINGwaivers, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIMreleases, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTYindemnities, WHETHER BASED ON CONTRACTetc., COMMON LAWset forth in this Agreement, STATUTEand understands the significance and effect thereof. The terms and conditions of this Section 7.1 will expressly survive the Closing, EQUITY OR OTHERWISEwill not merge with the provisions of any closing documents, and will be incorporated into the Deed.

Purchaser’s Remedies. If If, at the Closing, (i) Seller fails defaults in its obligation to consummate the sale of the Property close pursuant to the terms of this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing 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 default circumstance described in any of clauses (i), (ii) or breach is not cured by the earlier of the third (3rdiii) business day continues for three (3) Business Days after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such Seller, which written notice to Seller within five business days after Purchaser first learns of any shall detail such default default, untruth or breach by Sellerfailure, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder)as applicable, then in each case Purchaser shall be entitled to elect, as its sole and exclusive remedy, to either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover Seller, in which event Escrow Agent shall return the Xxxxxxx MoneyMoney to Purchaser, Seller shall reimburse Purchaser for Purchaser’s actual and verifiable out of 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 obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) enforce specific performance waive the condition and proceed to consummate close the sale of transaction without reduction in the Property hereunderPurchase Price, in which event Seller shall have no liability or obligation to Purchaser with respect to such condition, or (c) waive said failure 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. Under no circumstances except for Seller’s fraud shall Seller be responsible for any consequential, incidental or breach and proceed punitive damages. As a condition precedent to Closing without Purchaser exercising any reduction in the Purchase Price. Notwithstanding anything herein right it may have 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 bring an action for specific performance against Seller on or before hereunder, Purchaser must commence such an action within thirty business (30) 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 arbitration resolution action for specific performance. Purchaser agrees to not file a lis pendens against the Property unless an action for specific performance is timely and properly brought hereunder. Purchaser Indemnitors shall indemnify, 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 dispute Property other than in accordance strict compliance with the requirements hereof following the scheduled Closing Dateforegoing requirements. The foregoing shall not limit Purchaser's remedies shall be limited ’s right to those described in recover attorneys fees under Section 16.11 of this SECTION 10.2 and SECTIONS 10.3 and 10.4 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 OTHERWISEAgreement.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on materially breaches any of its obligations hereunder 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, 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said 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 thirty business days ten Business Days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. Purchaser's If Closing is consummated, Purchaser shall have all remedies shall be limited available at law or in equity in the event Seller fails to those described in perform any obligation of Seller performable after the Closing under this SECTION 10.2 and SECTIONS 10.3 and 10.4 hereofAgreement. 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 consummate the sale of the Property perform its obligations 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Earnest Money, (bii) enforce specific performance to consummate the sale of the Property hereunderperformance, or (ciii) waive said failure sxxx xxxlure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS 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 (a) This Guaranty is an absolute, irrevocable, present and continuing guaranty of payment and not merely a guaranty of collection. In the event of any failure of Corral to consummate fully and timely pay any and all Rent as and when due and payable under the sale Lease, Guarantor agrees, immediately upon demand by Purchaser, to pay all such Rent to Purchaser. Nothing contained in this Guaranty is intended to or shall limit or restrict any of Purchaser's rights and remedies under and pursuant to the Lease, and Purchaser's pursuit of such rights and remedies shall not affect Guarantor's liability under this Guaranty. (b) Notwithstanding anything to the contrary herein contained, in any action to enforce any of the Property pursuant liabilities or obligations of Guarantor under this Guaranty, Purchaser, at its election, may proceed against Guarantor with or without: (i) joining Corral in any such action; (ii) commencing any action against or obtaining any judgment against Corral; or (iii) commencing any proceeding to this Agreement enforce or otherwise defaults on its realize upon any collateral or other security (including, without limitation, any security deposit or other guaranties) which may be given to secure Corral's obligations hereunder at under the Lease, or prior to Closing for obtain any reason except failure judgment, decree or foreclosure sale with respect thereto. Nevertheless, the maintenance of any action or proceeding by Purchaser to perform hereunderrecover any sum or sums that may be or become due under the Lease shall not preclude Purchaser from demanding and receiving the payment of such sums from Guarantor, or if prior to Closing from thereafter instituting and maintaining subsequent actions or proceedings for any one or more of Seller's representations or warranties are breached in any material respect, and such subsequent default or breach is not cured by defaults of Corral under the earlier Lease. Guarantor does hereby agree that, without affecting the liability of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written Guarantor under this Guaranty and without notice to Seller within five 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)Guarantor, Purchaser shall elect, as its sole remedy, either may (i) grant to (a) terminate this Agreement by giving Seller timely written notice Corral additional time for the payment of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunderRent, or (cii) waive said failure avail itself of or breach and proceed to Closing without exercise 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution all of the dispute rights and remedies against Corral provided by law, in accordance with equity, or by the requirements hereof following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION 10.2 Lease, and SECTIONS 10.3 may proceed either against Corral alone or jointly against Corral and 10.4 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 OTHERWISEGuarantor or against Guarantor alone without first proceeding or exhausting any remedy or claim against Corral.

Purchaser’s Remedies. 6.1 If Seller fails prior to consummate Completion Date, it becomes apparent that the sale Vendor are in breach of any of the Property pursuant to representations, warranties or undertakings under this Agreement (including Schedule II), the Purchaser shall be entitled, in addition to and without prejudice to all other rights and remedies available to the Purchaser in respect thereof, to rescind this Agreement by notice in writing to the Vendor to that effect whereupon: (a) the Vendor shall forthwith indemnify the Purchaser in full for and against all costs, charges and expenses (including, but not limited to, all legal and other professional fees and expenses) incurred by the Purchaser in connection with the negotiation, preparation and rescission of this Agreement; and the Vendor shall forthwith refund the Purchaser in full for any part of the Sale Price that has been paid by the Purchaser (the Vendor shall deposit the payment which it is obliged to refund or otherwise defaults indemnify the Purchaser into the bank account the Purchaser designates, if requested by the Purchaser) (b) all other provisions of this Agreement shall cease and determine except for Clause 15, 17, 18, 20 and 21 of this Agreement. 6.2 After the Completion Date, the Vendor hereby agree to indemnify the Purchaser in respect of all its costs (including all its legal costs) or expenses which the Purchaser may incur either before or after the commencement of any action in connection with: (a) the settlement of any claim that any of the Warranties are untrue or misleading or have been breached; (b) any legal proceedings in which the Purchaser claims that any of the Warranties are untrue or misleading or have been breached and in which judgment is given for the Purchaser; (c) the enforcement of any such settlement or judgment. 6.3 In the event that, due to any reasons other than any of the Parties hereof, all of the Conditions Precedent as set out in the Clause 3.1 have not been fulfilled on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunderthe Satisfaction Date of Conditions as specified in Clause 3.2, or if the Completion as set out in Clause 5.1 has not been completed on or prior to Closing the Completion Date, 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 Parties hereof has no right to claim against the other Party in respect of the cost, fees, expenses or any other relevant losses arising out of the execution and performance of this Agreement, unless otherwise agreed. 6.4 In the event that, due to the reasons of the Vendor hereof, all of the Conditions Precedent as set out in the Clause 3.1 have not been fulfilled on or prior to the Satisfaction Date of Conditions as specified in Clause 3.2, or the Closing Date (Completion as set out in Clause 5.1 has not been completed on or prior to the Completion Date, the Vendor shall be deemed to have breached this Agreement. Under such circumstances, the Purchaser hereby agreeing has the right to give such written notice choose to Seller rescind this Agreement according to Clause 3.2 and to require the Vendor to bear the liabilities of compensating the Purchaser for damages pursuant to any applicable laws and this Agreement and the Vendor shall fully refund to the Purchaser all of the consideration the Purchaser has paid within five business days after Purchaser first learns the requirement of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale refunding of the Property hereunder)Consideration is made in writing by the Purchaser; or the Purchaser has the right not to choose to rescind this Agreement, nonetheless the Vendor shall bear the liabilities of compensating the Purchaser shall electfor damages in accordance with the applicable laws and this Agreement. 6.5 In the event that, due to the reasons of the Purchaser hereof, all of the Conditions Precedent as its sole remedy, either to (a) terminate this Agreement by giving Seller timely written notice of such election set out in the Clause 3.1 have not been fulfilled on or prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale Satisfaction Date of the Property hereunderConditions as specified in Clause 3.2, or (c) waive said failure the Completion as set out in Clause 5.1 has not been completed on or breach and proceed to Closing without any reduction in the Purchase Price. Notwithstanding anything herein prior to the contraryCompletion Date, the Purchaser shall be deemed to have elected to terminate breached this Agreement if and it shall pay to the Vendor a penalty equivalent to 2% of the Consideration, i.e. US $ 640,000. The penalty shall be deducted from the Consideration paid to the Vendor by the Purchaser fails and the balance of the Consideration shall be fully refunded to deliver the Purchaser within five business days after the requirement of refunding of the Consideration is made in writing by it. 6.6 The rights of the Purchaser pursuant to Seller written notice Clause 6 shall not restrict any of its intent rights or its ability to file claim damages on any basis available to it in the event of a claim or assert a cause breach of action for specific performance against Seller on or before thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution any of the dispute in accordance with the requirements hereof following the scheduled Closing Date. Purchaser's remedies shall Warranties or any of them proving to be limited to those described in this SECTION 10.2 and SECTIONS 10.3 and 10.4 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 OTHERWISEuntrue or misleading.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations 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 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 such default this failure or breach is not cured by the earlier of the third within three (3rd3) business day Business Days after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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), then Purchaser shall electmay, as its sole and exclusive remedy, either to either: (ai) terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Xxxxxxx Money, ; (bii) enforce specific performance to consummate the sale of the Property hereunder, Seller’s obligations under this Agreement; or (ciii) waive said 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 without any 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 Purchase 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 thirty business days ten (10) Business Days following the scheduled Closing Date or, having given such that notice, fails to commence an arbitration resolution file a lawsuit asserting the claim or cause of the dispute action in accordance with the requirements hereof King County, Washington, within thirty (30) 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 hereofSection 11(b). 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 OTHERWISEThe provisions of this Section 11(b) shall survive the Closing or any termination of this Agreement.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations 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 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 such default this failure or breach is not cured by the earlier of the third within three (3rd3) business day Business Days after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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), then Purchaser shall electmay, as its sole and exclusive remedy, either to either: (ai) terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Xxxxxxx Exxxxxx Money, ; (bii) enforce specific performance to consummate the sale of the Property hereunder, Seller’s obligations under this Agreement; or (ciii) waive said Seller's failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty business (30) days following the scheduled Closing Date or, having given such that notice, fails to commence an arbitration resolution file a lawsuit asserting the claim or cause of the dispute action in accordance with the requirements hereof Gwinnett County, Georgia; Fxxxxx County, Georgia; Pasco County, Florida; Osceola County, Florida; or Hillsborough County, Florida, as applicable, within ninety (90) 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 Section 11(b). Notwithstanding anything contained herein to the contrary, in the event that Purchaser is precluded from electing to pursue the remedy of specific performance due 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 SECTIONS 10.3 Purchaser elects clause (i) above as its sole and 10.4 hereofexclusive 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 in connection with the 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 Section 11(b) shall survive the Closing or any termination of this 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.Seller and Purchaser hereby acknowledge and agree to the provisions of this Section 11: Seller: Purchaser:

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations 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 five 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 (a) 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 (ii) Seller shall be liable for and shall promptly pay to Purchaser (after receipt of written demand) the Xxxxxxx Moneyactual 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 to consummate the sale of the Property hereunderperformance, or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute counties in accordance with which the requirements hereof 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 Section 10.2 and SECTIONS 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 liability exceed the lesser of (y) $50,000.00 or (z) the actual reasonable out-of-pocket expenses incurred by Purchaser and paid (1) to Purchaser’s attorneys in connection with the negotiation of this Agreement 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 determines conclusively that Purchaser is entitled to specific performance on the merits of its claim but said court is unable to enforce specific performance due to reasons beyond the control of the court. 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 consummate the sale of the Property pursuant to this Agreement or otherwise defaults on 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 third tenth (3rd10th) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five one business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx MoneyMoney 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, (b) enforce specific performance to consummate the sale of the Property and Seller’s obligations hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty fifteen (15) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of the dispute action in accordance with the requirements hereof Washington D.C. within ninety (90) days following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Section 10.3 and Section 10.4 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. 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 Seller fails to consummate the sale of the Property perform its obligations 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover election, in which event the Xxxxxxx MoneyMoney less the Non-Refundable Amount shall be returned to Purchaser by Escrow Agent and Seller shall reimburse Buyer for its actual out-of-pocket third party costs and expenses incurred in connection with the transaction described in this Agreement, including, without limitation, expenses paid (A) to Purchaser’s attorneys in connection with the negotiation of this Agreement and matters related thereof, (bB) enforce to any prospective lender as an application or commitment fee, rate lock or other non-refundable fee, and (C) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to this Agreement up to but not exceeding $3,000,000.00, (ii) bring a suit for specific performance to consummate the sale of the Property hereunder, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty (30) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within three (3) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof10.4. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, MEMBERS, 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 consummate the sale of the Property perform its obligations 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 before Closing any one or more of Seller's ’s representations or warranties are breached in any material respect, and such default this failure or breach is not cured by the earlier of the third within three (3rd3) business day Business Days after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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), then Purchaser shall electmay, as its sole SOLE and EXCLUSIVE remedy, either to either: (ai) terminate this Agreement by giving Seller timely written notice of such its election prior to before or at Closing and recover the Xxxxxxx MoneyMoney 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, (bA) 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 to consummate the sale of the Property hereunder, performance; or (ciii) waive said 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 without any 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 Purchase 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 thirty business days fifteen (15) Business Days following the scheduled Closing Date or, having given such that notice, fails to commence an arbitration resolution file a lawsuit asserting the claim or cause of the dispute action in accordance with the requirements hereof York County, South Carolina, within ninety (90) 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 hereofSection 11(b). 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 OTHERWISEThe provisions of this Section 11(b) shall survive the Closing or any termination of this Agreement.

Purchaser’s Remedies. If Seller fails to 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 five 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the 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 ($50,000.00), (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty ten business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Section 8.6, Section 10.3 and Section 10.4 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 consummate the sale of the Property perform its obligations pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing 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 such default this failure or breach is not cured by the earlier of the third within three (3rd3) business day Business Days after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days after Purchaser first learns of (other than failure to close for any such reason unrelated to a default or breach by SellerPurchaser, except for which there shall be no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunderperiod), then Purchaser shall electmay, as its sole SOLE and EXCLUSIVE remedy, either to either: (ai) terminate this Agreement Contract by giving Seller timely written notice of such its election prior to before or at Closing and recover the Xxxxxxx Money, Money and Purchaser’s Costs (bdefined below); (ii) enforce specific performance to consummate the sale of the Property hereunder, performance; or (ciii) waive said Seller's failure or breach and proceed to Closing 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 Purchase Pricematters 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof 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. 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 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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, have the right to elect one of the following remedies as its sole and exclusive remedy, either : (i) to (a) terminate this Agreement by giving Seller timely written notice Agreement, receive a refund of such election prior to or at Closing the Deposit and recover the Xxxxxxx Moneyxxx for damages, (bii) enforce specific performance to consummate the sale of the Property hereunderSeller’s obligations under this Agreement, or (ciii) to waive said failure or such breach and proceed close this transaction subject to Closing without any reduction in the Purchase Pricesuch breach. Notwithstanding anything herein to the contrary, Purchaser shall not be deemed entitled to have elected to terminate damages in excess of Purchaser’s out of pocket costs and expenses in connection with this Agreement if Purchaser fails and the Property, not 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof 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 hereofexceed $200,000. IN NO EVENT SHALL SELLER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS 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.

Purchaser’s Remedies. If Seller fails to 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, hereunder or (c) waive said failure or breach and proceed to Closing 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 thirty business days ten (10) Business Days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof. 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 consummate the sale of the Property perform its obligations 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 five 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 (a1) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (bii) enforce specific performance to consummate the sale of the Property hereunderSeller's obligations under this Agreement, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within three (3) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION 10.2 and 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 (1) $285,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement 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 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 H) determines 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 consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder hereunder, or Other Sellers default in their obligations under the Other Purchase and Sale Agreements at or prior to 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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 hereunderPartnership 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx MoneyClosing, (b) enforce specific performance to consummate the sale of the Property Partnership Interests hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days ten (10) Business Days following the scheduled Closing Date or, having given such noticenotice that it intends to seek specific performance, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of the dispute action in accordance with the requirements hereof New York County, New York within two months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this EXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO THE MEZZANINE LOAN AND SECTION 10.2 and SECTIONS 10.3 and 10.4 hereof. 9.4, 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 Upon the occurrence of an Event of Default, subject to consummate the sale Intercreditor Agreement and the Ground Lease, and at any time thereafter during the continuance of such Event of Default, 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 may take one or more of Seller's representations the following remedial steps: (a) by notice to the Authority and the Borrower, declare the entire principal amount of the Note to be due and payable forthwith, whereupon the Note shall become forthwith due and payable, both as to principal and interest, without presentment, demand, protest, or warranties other notice of any kind, all of which are breached hereby expressly waived, anything contained herein or in the Note to the contrary notwithstanding; (b) take any action at law or in equity to collect the payments then due and thereafter to become due under the Note or any other Loan Document, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under any of the Loan Documents; (c) take possession of the Borrower’s interest in any material respectand all of the Collateral without terminating this Bond Agreement, and pursue remedies of a creditor under the Uniform Commercial Code as adopted in the State and assign, sell or lease, or otherwise dispose of the Borrower’s interest in the Collateral for the account of the Borrower, and the Borrower shall then be liable for the amounts due under this Bond Agreement and the Note and the other Loan Documents less amounts received pursuant to such assignment or contract of sale or lease or other disposition of the Borrower’s interest in the Collateral and the amount of such difference shall then be immediately due and payable. The Borrower hereby agrees that, in the event the Purchaser does take possession of any or all the Collateral as provided herein, the obligation of the Borrower to pay such amounts due or to become due under this Bond Agreement and the Note shall survive such repossession; (d) without further notice or demand or legal process, enter upon any premises of the Borrower and take possession any or all of the Collateral, all records and items relating to the Collateral and, at the Purchaser’s request, the Borrower will assemble the Collateral and such records and items relating to the Collateral and deliver them to the Purchaser; and (e) with or without judicial process, sell, lease or otherwise dispose of any or all of the Collateral at public or private sale or proceedings, by one or more contracts, in one or more parcels, at the same or different times and places, with or without having the Collateral at the place of sale or other disposition, to such Persons, for cash or credit or for future delivery and upon such other terms, as the Purchaser may, in its sole discretion, deem best in each such matter. The purchaser of any of the Collateral at any such sale shall hold the same free of any equity of redemption or other right or claim of the Borrower, all of which, together with all rights of stay, exemption or appraisal under any statute or other law now or hereafter in effect, the Borrower hereby unconditionally waives to the fullest extent permitted by law. If any of the Collateral is sold on credit or for future delivery, the Purchaser shall not be liable for the failure of the purchaser to pay for same and, in the event of such failure, the Purchaser may resell such Collateral. (f) The Borrower further agrees that notice of the time after which any private sale or other intended disposition or action relating to any of the Collateral is to be made or taken, shall be deemed commercially reasonable notice thereof, and shall satisfy the requirements of any applicable statute or other law, if such notice is delivered or mailed (by ordinary first class mail, postage prepaid) not less than five (5) Business Days prior to the date of the sale, disposition or other action to which the notice related. The Purchaser shall not be obligated to make any sale or other disposition or take other action pursuant to such notice and may, without other notice or publication, adjourn or postpone any public or private sale or other disposition or action by announcement at the time and place fixed therefor, and such default sale, disposition or breach action may be held or accomplished at any time or place to which the same may be so adjourned or postponed. (g) The Purchaser may purchase any or all of the Collateral at any public sale and may purchase at private sale any of the Collateral that is not cured of a type customarily sold in a recognized market or the subject of widely distributed price quotations or as may be further permitted by law. The Purchaser may make payment of the purchase price for any Collateral by credit against the then outstanding amount of the Obligations. (h) The Purchaser may apply the funds in any account maintained under this Agreement or, at its discretion, retain any or all of the Collateral, and apply the same in satisfaction of part or all of the Obligations. (i) The Purchaser may settle, renew, extend, compromise, compound, exchange or adjust claims in respect of any of the Collateral or any legal proceedings brought in respect thereof. (j) The Purchaser may demand, xxx for, collect or receive any money or property, at any time payable or receivable on account of or in exchange for, or make any compromises they deem desirable, including, without limitation, extending the time of payment, arranging for payment in installments, or otherwise modifying the terms or rights with respect to any of the Collateral, all of which may be without notice to or consent by the earlier Borrower and without otherwise discharging or affecting the obligations hereunder, the Collateral or the security interest therein or lien thereon. (k) Endorse the name of the third Borrower upon any and all checks, drafts, money orders, and other instruments for the payment of monies which are payable to the Borrower and constitute proceeds of the Collateral. (3rdl) business day after written notice Notify account debtors to the Borrower to make payment directly to the Purchaser or its designee. Under no circumstances shall the Purchaser be or become liable to the Borrower or anyone else for any reason arising out of any damages to or suffered by the Borrower resulting from or in any way connected with the Purchaser’s pursuit of any of the remedies set forth herein. Upon the institution of any such action hereunder by the Purchaser, the Purchaser shall be entitled to the appointment of a receiver for the Collateral without proof of the depreciation of the value of same. If the Purchaser shall have proceeded to enforce its rights under this Bond Agreement or the other Loan Documents and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Purchaser, then the parties hereto shall be restored respectively to their several positions and rights hereunder, and all obligations, rights, remedies and powers of the parties hereto shall continue as though no such proceedings had taken place. Without limiting the generality of the foregoing, upon the happening of any Event of Default, all of the Borrower’s legal or equitable right, title and interest in the Premises, and the Borrower’s right to possession thereof from may be terminated by an action for foreclosure or repossession in accordance with the statutes of the State. For so long as the Purchaser is the holder of the Bonds, the Purchaser or the Closing Date (Agent on behalf of the Purchaser hereby agreeing will have the right to give such written notice to Seller within five business days after Purchaser first learns of any such default or breach by Seller, except no immediately and without notice or cure period shall apply if Seller fails other acts to consummate the sale set off against any of the Property hereunder)Borrower’s obligations to the Purchaser any sum owed by the Purchaser or any of its affiliates in any capacity to the Borrower whether due or not, Purchaser shall elect, as its sole remedy, either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale any property of the Property hereunder, or (c) waive said failure or breach and proceed to Closing without any reduction Borrower’s in the Purchase Price. Notwithstanding anything herein to possession of the contraryPurchaser or any of its affiliates, and the Purchaser shall will be deemed to have elected exercised such right of set off and to terminate this Agreement if Purchaser fails to deliver to Seller written notice have made a charge against any such sum or property immediately upon the occurrence of its intent to file a claim or assert a cause any Event of action for specific performance against Seller on or before thirty business days following Default, even though the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution actual book entries may be made at some time subsequent thereto. Without limiting the generality of the dispute in accordance with foregoing, if the requirements hereof following Borrower commits a breach or threatens to commit a breach, of any of the scheduled Closing Date. Purchaser's remedies provisions of this Bond Agreement or any other Loan Document, the Purchaser shall be limited have the right and remedy, without posting bond or other security, to those described in have the provisions of this SECTION 10.2 Bond Agreement or any other Loan Document specifically enforced by any court having equity jurisdiction, it being acknowledged and SECTIONS 10.3 agreed that any such breach or threatened breach will cause irreparable injury to the Purchaser and 10.4 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 OTHERWISEthat money damages will not provide an adequate remedy therefor.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (bii) enforce specific performance to consummate the sale of the Property hereunderperformance, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS 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 paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement 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 consummate the sale of the Property perform its obligations 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (bii) enforce specific performance to consummate the sale of the Property hereunderperformance, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within four (4) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS 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) $100,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and paid (A) to Purchaser's attorneys in connection with the negotiation of this Agreement and (B) to unrelated and unaffiliated third Party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Article 4 (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 determines conclusively that Purchaser is entitled to specific performance on the merits Of its claim but said court is unable to enforce specific performance due to reasons beyond the control of the court. 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 Seller fails to 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 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 five business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Exxxxxx Money, (b) enforce specific performance 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 (c) waive said failure or breach and proceed to Closing 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution within ten Business Days of the dispute in accordance with the requirements hereof following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 8.5, 10.3 and 10.4 hereof. 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 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 respectbreached, and such breach could reasonably lead to, create, or result in a Material Adverse Change, and, except for Seller’s failure to timely close on the sale of the Property as set forth herein, such default or breach is not cured by the earlier of the third tenth (3rd10th) business day Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx MoneyExxxxxx Money and the Pursuit Costs, (b) enforce seek specific performance of Seller’s obligation to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. “Pursuit Costs” means the actual, out-of-pocket fees, costs and expenses, damages, and losses incurred or suffered by Purchaser in connection with this Agreement, the Lease and the transactions contemplated in this Agreement and the Lease up to the maximum amount of Fifty Thousand Dollars ($50,000.00). 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 thirty business ten (10) days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within sixty (60) days following the scheduled Closing Date. In all events Purchaser's ’s remedies shall be limited to those described in this SECTION 10.2 Section 10.1 and SECTIONS Sections 4.5, 8.4, 9.3, 10.3 and 10.4 hereof10.4. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERSNotwithstanding the foregoing, SHAREHOLDERSif specific performance is unavailable as a remedy to Purchaser because Seller has transferred the Property (or agreed to transfer the Property) to a third party, 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 OTHERWISEPurchaser shall be entitled to pursue all rights and remedies available at law or in equity.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder hereunder, or Other Sellers default in their obligations under the Other Purchase and Sale Agreements at or prior to 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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 hereunderMembership Interests 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the 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 plus such all-in rate lock costs (including, without limitation, swap and credit spreads) as Purchaser may have incurred in connection with the loan contemplated by the Harborside Term Sheet, if any, (b) enforce specific performance to consummate the sale of the Property Membership Interests hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days ten (10) Business Days following the scheduled Closing Date or, having given such noticenotice that it intends to seek specific performance, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of the dispute action in accordance with the requirements hereof New York County, New York within two months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this EXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO SECTION 10.2 and SECTIONS 10.3 and 10.4 hereof. 9.4, 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 consummate the sale of the Property perform its obligations pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing 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 such default this failure or breach is not cured by the earlier of the third within three (3rd3) business day Business Days after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days after Purchaser first learns of (other than failure to close for any such reason unrelated to a default or breach by SellerPurchaser, except for which there shall be no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunderperiod), then Purchaser shall electmay, as its sole SOLE and EXCLUSIVE remedy, either to either: (ai) terminate this Agreement Contract by giving Seller timely written notice of such its election prior to before or at Closing and recover the Xxxxxxx Money, Money and Purchaser’s Costs (bdefined below); (ii) enforce specific performance to consummate the sale of the Property hereunder, performance; or (ciii) waive said Seller's failure or breach and proceed to Closing 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 Purchase Pricematters 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 thirty business days ten (10) Business Days following the scheduled Closing Date or, having given such that notice, fails to commence an arbitration resolution file a lawsuit asserting the claim or cause of the dispute action in accordance with the requirements hereof 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 Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Contract. If Closing is consummated, then Purchaser shall have the rights and SECTIONS 10.3 and 10.4 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 OTHERWISEremedies set forth in this Contract if Seller fails to perform any post-closing obligation of Seller under this Contract.

Purchaser’s Remedies. If Seller fails to 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 five one (1) business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Exxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business (30) days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within four months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Section 10.3 and Section 10.4 hereof. 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 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 five one business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty fifteen (15) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within three (3) months following the scheduled Closing Date. Purchaser's remedies with respect to Seller defaults shall be limited to those described in this SECTION 0 and 0 and 0 hereof; provided, however, that nothing contained in this Section 10.2 shall serve to otherwise limit Purchaser’s legal or equitable rights and SECTIONS 10.3 and 10.4 remedies against Seller arising out of Seller’s obligations under 0, 0 or 0 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 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 five one business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover Closing, in which event Purchaser shall be entitled to receive a full refund of the Xxxxxxx MoneyMoney and, in addition, Seller shall reimburse Purchaser for its actual out‑of‑pocket costs and expenses in connection with its negotiation of this Agreement, its investigation of the Property, and the transactions contemplated by this Agreement, not to exceed an aggregate amount of $100,000, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty fifteen (15) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county or parish in accordance with which the requirements hereof Property is located within two 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 Section 10.2 and SECTIONS Section 10.3 and Section 10.4 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 The obligation of Purchaser to close the transaction contemplated hereby, or any portion thereof, is, at Purchaser's option, further subject to all representations of Seller fails to consummate the sale and Owner contained in this Contract being true and correct on and as 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, Effective Date 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 (and Conveyance Date of each of the individual parcels comprising the Real Property and all obligations of Seller and Owner to have been performed on or before the Closing Date and Conveyance Dates having been timely and duly performed. Subject to the requirements set forth in Section 13.5 below, upon default by Seller or Owner or either's obligation to convey the Development Rights and the Real Property, Purchaser hereby agreeing to give such written may, by notice to Seller within five business days after Purchaser first learns and Owner, elect at any time during the term 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 remedythis Contract, either to (ai) terminate this Agreement by giving Seller timely written notice of Contract with respect to such election prior to parcel; or at Closing and recover the Xxxxxxx Money, (bii) enforce seek specific performance of Seller's and Owner's obligation to consummate convey the sale Development Rights and/or title to each parcel comprising the Real Property under this Contract; or (iii) avail itself of any other remedy pursuant to applicable law or in equity. 13.3.1 In the event that this Contract shall not be successfully consummated as a result of the Seller's or Owner's inability to deliver the Development Rights to Purchaser or to convey title to a parcel of the Real Property hereunderto the Purchaser or the refusal of the Title Insurer to deliver to Purchaser a policy of title insurance as required herein, or (c) waive said failure for any other reason entirely beyond the control of Seller, then, subject to Purchaser's receipt of the return of all amounts paid by Purchaser to Seller or breach and proceed to Closing without any reduction in Owner as part of the Purchase Price, as well as all other sums reasonably expended by Purchaser in connection with the transaction contemplated herein, as they relate to such parcel of Real Property, as well as the Note, (if Seller is unable to convey title to three or more Real Property parcels), Seller and Owner shall have no further liability to Purchaser of any kind or nature and this Agreement shall be prospectively terminated with respect to such parcel. Notwithstanding anything herein to the contrary, Purchaser shall continue to 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 responsible for specific performance against Seller on or before thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution payment of the dispute in accordance with Royalty Fee and the requirements hereof following accrued purchase price, if any, for parcels of the scheduled Closing DateReal Property previously acquired by Purchaser. Purchaser's remedies Purchaser may nonetheless, at its sole option, retain title to any parcel conveyed to it by Seller whereupon the allowable portion of the Purchase Price and related expenses (for such parcel(s)) shall be limited to those described in this SECTION 10.2 and SECTIONS 10.3 and 10.4 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 OTHERWISEretained by Seller or Owner.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations 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 at or 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (bii) enforce specific performance to consummate the sale of the Property hereunderperformance, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof 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 Section 10.2 and SECTIONS 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) $100,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and paid (A) to Purchaser’s attorneys in connection with the negotiation of this Agreement 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 E) 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 Subject to the provisions hereof, if Seller fails to consummate the sale of the Property perform its obligations 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx MoneyEarnxxx Xxxey, (bii) enforce specific performance to consummate the sale of the Property hereunderperformance, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERSNotwithstanding anything herein to the contrary, SHAREHOLDERSPurchaser's right to enforce specific performance may be elected only if the provisions of this Agreement are not consummated in accordance with the provisions hereof as a result of Seller's willful default and, OWNERS OR AFFILIATESin such instance, ANY OFFICERPurchaser shall have the right to specific performance of only the following obligations to Seller hereunder: (v) Seller's obligation to deliver the documents contemplated by Sections 4.1 and 4.2 hereof; (w) Seller's obligation to provide Purchaser with access and inspection rights in accordance with Section 4.3 hereof; (x) Seller's obligation to provide Purchaser with the documents contemplated by Section 7.3 hereof; (y) Seller's obligation to discharge any lien or encumbrance arising after the Effective Date, DIRECTORto the extent not otherwise defined or deemed to be Permitted Exceptions, EMPLOYEE OR AGENT OF THE FOREGOING(1) if voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or any parties not related to the Seller, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIMor (2) liens or encumbrances involuntarily created and capable, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTYin the aggregate, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.of being removed by the payment of money not in excess of Fifty Thousand Dollars ($50,000.00); and

Purchaser’s Remedies. If Seller fails to 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 five one business days day after Purchaser first learns 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx 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, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty ten (10) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action for specific performance or actual damages in the dispute county in accordance with which the requirements hereof Exxxxxx Money is deposited within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Section 8.6, Section 10.3 and Section 10.4 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. 9.1 Termination for Default -- Purchaser may terminate this Order or any part thereof by written notice of default under any of the following circumstances: 9.1.1 If Seller Vendor refuses or fails to consummate make deliveries or perform the sale Work within the time specified or extensions thereof agreed to in writing by Purchaser or otherwise fails to perform the Work timely, so as to endanger performance of this Order in accordance with its terms (as determined by Purchaser in its sole discretion); 9.1.2 If Vendor fails to comply with any provision of this Order and does not commence and continue correction of any such failure within a period of three (3) days (or such other period specified in the Prime Contract, if shorter) after notice from Purchaser specifying such failure; or 9.1.3 If Vendor becomes insolvent or is subject to any law relating to bankruptcy, insolvency or relief from its creditors. 9.1.4 In the event of such termination, Purchaser may purchase any of the Property pursuant Work subject to this Agreement Order elsewhere or otherwise defaults on its obligations hereunder at or prior secure the performance of the Work from other sources and Vendor shall be liable to Closing Purchaser for any reason except failure loss, damage, liability or expense sustained by Purchaser as a result of having to perform acquire any of the Work elsewhere, including reasonable overhead, profit, attorneys’ fees, and costs. Further, Vendor shall indemnify Purchaser for any liquidated damages that may be assessed against Purchaser as a result of Vendor’s default. Purchaser shall have the right to withhold any payment to Vendor until the completion of the project and to offset against any amounts owed to Vendor for any loss, damage, liability or expense sustained by Purchaser or anticipated to be sustained by Purchaser in connection with said breach and/or termination. 9.2 Termination for Convenience - Purchaser may terminate this Order or any part thereof at any time, with three (3) days written notice to Vendor. In the event of such termination, Purchaser shall pay Vendor costs incurred by Vendor relating to Work already completed, delivered and accepted by the Owner. Vendor shall not be entitled to any other compensation whatsoever including, without limitation, any anticipatory or lost profits, costs incurred for Work not yet delivered and accepted by Owner or Purchaser, or other indirect or consequential damages pursuant hereto. 9.3 Other orders - Should there exist any other purchase orders or contracts between the Purchaser and Vendor, then, at the sole option of the Purchaser, (i) a breach of this Order may be considered a breach of any or all other purchase orders or contracts and (ii) a breach of any of those other orders or contracts may be considered a breach of this Order. In that event, the Purchaser shall have recourse against the Vendor as set forth in this Section 9 on any and all other purchase orders or contracts and this Order, and the Purchaser may apply any monies due from it under any of said purchase orders or contracts toward its damages sustained 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 five 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. vice versa. 9.4 Notwithstanding anything herein else to the contrarycontrary set forth herein, Purchaser the remedies set forth herein shall be deemed in addition to have elected any other remedies available to terminate this Agreement if the Purchaser fails to deliver to Seller written notice of its intent to file a claim in law or assert a cause of action for specific performance against Seller on or before thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof 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. 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 OTHERWISEequity.

Purchaser’s Remedies. If Seller fails to consummate Upon the sale occurrence of an Event of Default and at any time thereafter during the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by continuance of such Event of Default, the Purchaser to perform hereunder, or if prior to Closing any may take one or more of Seller's representations the following remedial steps: (a) by notice to the Borrower and the Authority, declare the entire principal amount of the Note to be due and payable forthwith, whereupon the Note shall become forthwith due and payable, both as to principal and interest, without presentment, demand, protest, or warranties other notice of any kind, all of which are breached hereby expressly waived, anything contained herein or in the Note to the contrary notwithstanding; (b) take any material respectaction at law or in equity to collect the payments then due and thereafter to become due under the Note or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under any Loan Document; (c) take possession of the Borrower’s interest in the Collateral without terminating this Bond Agreement, and pursue remedies of a creditor under the Uniform Commercial Code as adopted in the State and assign, sell or lease, or otherwise dispose of the Borrower’s interest in the Collateral for the account of the Borrower, and the Borrower shall then be liable for the amounts due under this Bond Agreement and the Note less amounts received pursuant to such assignment or contract of sale or lease or other disposition of the Borrower’s interest in the Collateral and the amount of such difference shall then be immediately due and payable. The Borrower hereby agrees that, in the event the Purchaser does take possession of the Collateral as provided herein, the obligation of the Borrower to pay such amounts due or to become due under this Bond Agreement and the Note shall survive such repossession; (d) without further notice or demand or legal process, enter upon any premises of the Borrower and take possession of the Collateral all records and items relating to the Collateral and, at the Purchaser’s request, the Borrower will assemble the Collateral and such records and items relating to the Collateral and deliver them to the Purchaser; and (e) with or without judicial process, sell, lease or otherwise dispose of any or all of the Collateral at public or private sale or proceedings, by one or more contracts, in one or more parcels, at the same or different times and places, with or without having the Collateral at the place of sale or other disposition, to such persons or entities, for cash or credit or for future delivery and upon such other terms, as the Purchaser may in its discretion deem best in each such matter. The purchaser of any of the Collateral at any such sale shall hold the same free of any equity of redemption of other right or claim of the Borrower, all of which, together with all rights, of stay, exemption or appraisal under any statute or other law now or hereafter in effect, the Borrower hereby unconditionally waives to the fullest extent permitted by law. If any of the Collateral is sold on credit or for future delivery, the Purchaser shall not be liable for the failure of the purchaser to pay for same and, in the event of such failure, the Purchaser may resell such Collateral. (f) The Borrower further agrees that notice of the time after which any private sale or other intended disposition or action relating to any of the Collateral is to be made or taken, shall be deemed commercially reasonable notice thereof, and shall satisfy the requirements of any applicable statute or other law, if such notice is delivered or mailed (by ordinary first class mail, postage prepaid) not less than ten (10) business days prior to the date of the sale, disposition or other action to which the notice related. The Purchaser shall not be obligated to make any sale or other disposition or take other action pursuant to such notice and may, without other notice or publication, adjourn or postpone any public or private sale or other disposition or action by announcement at the time and place fixed therefor, and such default sale, disposition or breach is not cured by action may be held or accomplished at any time or place to which the earlier same may be so adjourned or postponed. (g) The Purchaser may purchase any or all of the third (3rd) business day after written notice thereof from Purchaser Collateral at any public sale and may purchase at private sale any of the Collateral that is of a type customarily sold in a recognized market or the Closing Date subject of widely distributed price quotations or as may be further permitted by law. The Purchaser may make payment of the purchase price for any Collateral by credit against the then outstanding amount of the Obligations. (h) The Purchaser hereby agreeing to give such written notice to Seller within five business days after Purchaser first learns may at its discretion retain any or all of the Collateral and apply the same in satisfaction of part or all of the Obligations. Upon the institution of any such default action hereunder by the Purchaser, the Purchaser shall be entitled to the appointment of a receiver for the Collateral without proof of the depreciation of the value of same. If the Purchaser shall have proceeded to enforce its rights under this Bond Agreement and such proceedings shall have been discontinued or breach abandoned for any reason or shall have been determined adversely to the Purchaser, then the parties hereto shall be restored respectively to their several positions and rights hereunder, and all obligations, rights, remedies and powers of the parties hereto shall continue as though no such proceedings had taken place. Without limiting the generality of the foregoing, upon the happening of any Event of Default, all of the Borrower’s legal or equitable right, title and interest in the Premises and the Borrower’s right to possession thereof may be terminated by Selleran action for foreclosure or repossession in accordance with the statutes of the State. For so long as the Purchaser is the holder of the Bonds, except no the Purchaser will have the right to immediately and without notice or cure period shall apply if Seller fails other acts to consummate the sale set off against any of the Property hereunder)Borrower’s or Guarantors’ obligations to the Purchaser any sum owed by the Purchaser or any of its affiliates in any capacity to the Borrower or Guarantors whether due or not, Purchaser shall elect, as its sole remedy, either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale any property of the Property hereunder, Borrower’s or (c) waive said failure or breach and proceed to Closing without any reduction Guarantors’ in the Purchase Price. Notwithstanding anything herein to possession of the contraryPurchaser or any of its affiliates, and the Purchaser shall will be deemed to have elected exercised such right of set off and to terminate this Agreement if Purchaser fails to deliver to Seller written notice have made a charge against any such sum or property immediately upon the occurrence of its intent to file a claim or assert a cause any Event of action for specific performance against Seller on or before thirty business days following Default, even though the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof following the scheduled Closing Date. Purchaser's remedies shall actual book entries may be limited to those described in this SECTION 10.2 and SECTIONS 10.3 and 10.4 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 OTHERWISEmade at some time subsequent thereto.

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing (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 such default this failure or breach is not cured by the earlier of the third within ten (3rd10) business day Business Days after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five 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), then Purchaser shall electmay, as its sole and exclusive remedy, either 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 (athe “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 Xxxxxxx Money, ; (bii) enforce specific performance of Seller’s obligations under this Agreement, provided that if specific performance is unavailable due to consummate the sale of the Property hereunderSeller 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 (ciii) waive said Seller's failure or breach and proceed to Closing without 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 reduction 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 Purchase PriceCommitment, 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 thirty business (30) days following the scheduled Closing Date or, having given such that notice, fails to commence an arbitration resolution file a lawsuit asserting the claim or cause of the dispute action in accordance with the requirements hereof King County, Washington, within sixty (60) 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 Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Agreement. Seller and SECTIONS 10.3 Purchaser hereby acknowledge and 10.4 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.agree to the provisions of this Section 11: 11 LEGAL02/39345998v7 Seller: /s/ BF Purchaser: /s/ PN

Purchaser’s Remedies. If Seller fails to consummate the sale of the Property perform its obligations 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 five 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 (ai) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (bii) enforce specific performance to consummate the sale of the Property hereunder, or (ciii) waive said failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty (30) business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within six (6) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof. IN NO EVENT SHALL EITHER SELLER'S ’S OR PURCHASER’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 to consummate the sale of the Property transaction 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, its obligations hereunder or if prior the failure of any condition precedent to Closing any one or more of Seller's representations or warranties are breached in any material respect’s obligations to consummate the Closing, and such default or breach Seller’s failure is not cured by the earlier of the third within three (3rd3) business day Business Days after written notice thereof from Purchaser or to Seller (with the Closing Date being extended as necessary to provide such full three (Purchaser hereby agreeing to give such written notice to Seller within five 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 hereunder3) Business Day period), then Purchaser shall electmay, as its sole and exclusive remedy, either to either: (ai) terminate this Agreement by giving Seller timely written notice of such its election prior to or at Closing and recover the Xxxxxxx Money, 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 (b$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 consummate the sale seek specific performance, Purchaser may, at any time prior to judgment having been obtained, abandon pursuit of the Property hereunderspecific 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 (ciii) waive said Seller's failure or breach and proceed to Closing without any reduction in the Purchase PriceClosing. 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 thirty business (30) days following the scheduled Closing Date or, having given such that notice, fails to commence an arbitration resolution file a lawsuit asserting the claim or cause of the dispute action in accordance with the requirements hereof Xxxxxx County, Texas, within sixty (60) 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 Section 11. Notwithstanding the foregoing, nothing in this Section 11(b) shall limit Purchaser’s remedies at law, in equity or as herein provided in the event of a breach by Seller (A) after Closing, of any of the Purchase Documents, (B) after Closing, of any of the obligations hereunder that survive the Closing, or (C) after termination of this Agreement, of any of the obligations hereunder that survive the termination of this Agreement. The provisions of this Section 11 shall survive the Closing or any termination of this Agreement. Seller and SECTIONS 10.3 Purchaser hereby acknowledge and 10.4 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.agree to the provisions of this Section 11: Seller: Purchaser:

Purchaser’s Remedies. 14.1 The Seller shall fully and effectively indemnify and keep indemnified the Purchaser against all Losses suffered directly or indirectly by the Purchaser as a result of or in connection with any event, circumstance or state of affairs relating to the Business or Sale Assets which is not (whether at or after Completion) in all respects as represented and warranted to the Purchaser under this Agreement. 14.2 The Seller undertakes to disclose in writing to the Purchaser anything which is or may constitute a Warranty Claim or which is or may give rise to a right to indemnification under this Agreement as soon as it comes to their notice at any time. 14.3 If any amount payable to the Purchaser by the Seller fails is subject to consummate Taxation, the sale amount to be paid to the Purchaser by the Seller shall be such so as to ensure that the net amount retained by the Purchaser after such Taxation has been taken into account is equal to the full amount which would be payable to the Purchaser had the amount not been subject to Taxation. 14.4 If any Warranty Claim or indemnification claim is made, except in the case of fraud or deliberate deception, the Seller agrees to release any claim it may have against any director or employee of the Property pursuant Business on whom it may have relied before agreeing to any terms of this Agreement or otherwise defaults on its obligations hereunder at or prior Agreement. 14.5 In the event of a Warranty Claim, without prejudice to Closing for any reason except failure by the right of the Purchaser to perform hereunderclaim damages on any basis available to it (including under Clause 15.1) or to any other right or remedy available to it, or if prior the Seller agrees to Closing any one or more pay on demand in cash to the Purchaser a sum by way of Seller's representations or warranties are breached damages as agreed between the Seller and the Purchaser or, in any material respect, and default of 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 five 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 electagreement, as its sole remedy, either to determined by order of a court of competent jurisdiction which is the higher of: (a) terminate this Agreement by giving Seller timely written notice of such election prior an amount sufficient to put the Purchaser into the position which would have existed if the relevant Warranties had been true and accurate or at Closing and recover the Xxxxxxx Money, not misleading when given; and (b) enforce specific performance an amount equal to consummate the sale resulting diminution in the value of the Property hereunder, or (c) waive said failure or breach Business and proceed to Closing 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 thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof 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. 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 OTHERWISESale Assets.

Purchaser’s Remedies. If Seller fails is deemed to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on be in default, Purchaser may, at its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereundersole option, or if prior to Closing do any one or more of Seller's representations or warranties are breached in any material respect, and such default or breach is not cured the following: (1) Terminate this Contract by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing delivered to give such written notice to Seller within five 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business days following the scheduled Closing Date and obtain money damages as set forth in the final paragraph of this Section 8.02(B); (2) Proceed to Closing; or (3) Enforce specific performance of any and all provisions of this Contract against Seller; and cure Seller’s default, having given at Seller’s cost, and deduct from the Purchase Price all costs and expenses, including reasonable attorneys’ fees, incurred by Purchaser in so curing, subject to the limitations set forth in this Section 8.02(B). Purchaser, as Purchaser’s sole and exclusive remedy for money damages for a default shall be entitled to reimbursement for all costs incurred by the Purchaser in connection with the performance of its obligations hereunder (exclusive of any payments made or to be made in connection with the release or discharge of any lien) up to a maximum of $10,000, it being agreed between Seller and Purchaser that such noticesum shall be liquidated damages for a default of Seller hereunder due to the difficulty, fails to commence an arbitration resolution inconvenience and uncertainty of ascertaining actual damages for such default. Said liquidated damages shall constitute just compensation of the dispute in accordance Purchaser for its cost and expenses associated with the requirements hereof following transactions contemplated hereby including, without limitation, the scheduled Closing Datefollowing: all attorneys’ fees incurred in negotiating, preparing, and reviewing this Contract, and all other costs and damages incurred by Purchaser in connection with this Contract as a result of Seller’s default, all as expressly stipulated and agreed between Purchaser and Seller in a bona fide effort to liquidate and settle upon such actual damages. Purchaser's The provisions of this Section 8.02(B) constitute the sole remedies available to Purchaser as a result of a default by Seller of its obligations under this Contract, provided, however, that the limitations of this paragraph shall be limited not apply to those described an action for a breach by Seller of the representations and covenants contained in this SECTION 10.2 Sections 5.01(A)(2), and SECTIONS 10.3 5.02(1) and 10.4 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(6) unknown to Buyer at Closing.

Purchaser’s Remedies. If Seller fails to 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 five 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 timely Exhibit M, List of Existing Loan Documents M-31 deliver the sale of the Property hereunderdocuments 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing 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 thirty business sixty (60) days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within two months following the scheduled Closing Date. If Purchaser properly terminates this Agreement pursuant to 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 Agreement with the condition of title to the Property as required hereunder (as determined on a non-appealable basis by a court of competent 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 remedies shall be limited to those 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 claim for specific performance shall not be (i) limited in any manner by the 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 termination in favor of Purchaser that is expressly provided for under another section of this SECTION 10.2 and SECTIONS 10.3 and 10.4 hereofAgreement. 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 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 Business Day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days 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 (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, hereunder or (c) waive said failure or breach and proceed to Closing 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 thirty business days sixty (60) Business Days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution file a lawsuit asserting such claim or cause of action in the dispute county in accordance with which the requirements hereof Property is located within nine (9) months following the scheduled Closing Date. Purchaser's ’s remedies shall be limited to those described in this SECTION Section 10.2 and SECTIONS Sections 10.3 and 10.4 hereof. 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.