Common use of Purchaser’s Remedies Clause in Contracts

Purchaser’s Remedies. If (x) Seller shall default in any of its obligations to be performed on the Closing Date or (y) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after notice of such default or (ii) to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained herein, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC Approval.

Purchaser’s Remedies. If (x) Seller shall default 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 its obligations to be performed on the third (3rd) business day after written notice thereof from Purchaser or the Closing Date or (y) Purchaser hereby agreeing to give such written notice to Seller shall default in the performance within five business days after Purchaser first learns of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to 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 remedy, either to (a) terminate this Agreement by reason thereof 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 lieu of prosecuting an action for damages or proceeding with any other legal course of conductthe Purchase Price. Notwithstanding anything herein to the contrary, the right Purchaser shall be deemed to bring such actions or proceedings being hereby expressly and voluntarily waived by have elected to terminate this Agreement if Purchaser following and upon advice fails to deliver to Seller written notice of its counsel) shall have the right (i) solely, in the event intent to file a claim or assert a cause of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) against Seller on or before thirty business days after notice of following the scheduled Closing Date or, having given such default or (ii) to terminate this Agreement and receive a return of the Downpaymentnotice, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy shall be to receive a return arbitration resolution of the Downpayment dispute in accordance with Article 30 belowthe requirements hereof following the scheduled Closing Date. Upon such return of the Downpayment, this Agreement Purchaser's remedies shall terminate and neither party hereto shall have any further rights or obligations hereunder except for be limited to those that are expressly provided described in this Agreement to survive the termination SECTION 10.2 and SECTIONS 10.3 and 10.4 hereof. Notwithstanding anything to the contrary contained hereinIN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawSHAREHOLDERS, regulationOWNERS OR AFFILIATES, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalANY 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 (x) Seller shall default fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any of its obligations to be performed on the Closing Date or (y) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Sellerrespect, Purchaser shall elect, as its sole remedy by reason thereof (in lieu of prosecuting an action for damages Purchaser hereby waiving all other rights or proceeding with any other legal course of conductremedies), the right either to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solelyterminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, in (ii) enforce specific performance, or (iii) waive said failure or breach and proceed to Closing. Notwithstanding anything herein to the event 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 willful default by Seller, to seek to obtain specific performance claim or assert a cause of Seller’s obligations hereunder, provided that any action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser’s remedies shall be commenced within sixty (60) days after notice of such default or (ii) limited to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided described in this Agreement to survive the termination Section 10.2 and Sections 10.3 and 10.4 hereof. Notwithstanding anything to the contrary contained hereinIN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawSHAREHOLDERS, regulationOWNERS OR AFFILIATES, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalANY 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 (x) Seller shall default in any of its obligations to be performed on the Closing Date or (y) Seller shall default in the performance sale is not completed as herein provided solely by reason of any material default of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Seller, Purchaser shall be entitled, as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conductand exclusive remedy, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right either (i) solely(a) terminate this Agreement (by delivering notice to Seller which includes a waiver of any right, title or interest of Purchaser in the event Property) and (b) if Purchaser so elects, pursue an action at law for recovery of a willful default by Seller, to seek to obtain specific performance Purchaser’s actual out-of-pocket third-party costs incurred as part of SellerPurchaser’s obligations due diligence efforts and attorney’s fees incurred in connection with the negotiation and preparation of this Agreement and representation of Purchaser hereunder, provided that any up to but not to exceed $150,000, which action for specific performance shall must be commenced commenced, if at all, within the sixty (60) days after 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 default a breach and Seller commences to cure and thereafter terminates such cure effort, Purchaser shall have an additional thirty (30) days from the date of such termination within which to commence an action at law for third-party costs, as aforesaid, as a consequence of Seller’s failure to cure or (ii) to terminate treat this Agreement as being in full force and receive a return effect and pursue only the specific performance of the Downpaymentthis Agreement, it being understood provided that if Purchaser fails to must commence an any action for specific performance within sixty (60) days after the scheduled Final Closing Date. Purchaser waives any right to pursue any other remedy at law or equity for such notice default of defaultSeller, 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 Agreement, 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. Purchaser’s sole remedy shall be remedies hereunder are in addition to the right to receive a the return of the Downpayment in accordance with Article 30 below. Upon such return of the DownpaymentDeposit, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement subject to survive the termination hereof. Notwithstanding anything Section 9.4, to the contrary contained herein, Purchaser shall only have extent it is not applied to the right to seek Purchase Price in connection with Purchaser’s action for specific performance if Seller willfully defaultsperformance. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC Approval.ARTICLE XI

Purchaser’s Remedies. If (x) The obligation of Purchaser to close the transaction contemplated hereby is, at Purchaser's option, further subject to all representations of Seller shall default contained in any this Agreement being true and correct in all material respects on and as of its obligations to be performed on the Effective Date and the Closing Date and all obligations of Seller to have been performed on or (y) Seller shall default in the performance of any of its material obligations to be performed prior to before the Closing Date andhaving been timely and duly performed. Upon default by Seller in its obligation to convey the Premises, with respect to any default under this clause (y) onlyPurchaser's may, such default shall continue for twenty (20) days after by notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right elect either (i) solelyto terminate this Agreement, in the event of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after notice of such default or (ii) to terminate seek specific performance of Seller's obligation to convey the Assets. If this Agreement and receive a return of is terminated by Purchaser pursuant to this Section 6.4, the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy Deposit shall be returned to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, Purchaser and thereupon this Agreement shall terminate and neither be terminated. The failure of a condition precedent caused by the action or inaction of a third party hereto shall have any further rights or obligations hereunder except for those that are expressly provided not in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained herein, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right control of specific performance if Seller shall not be prohibited from performing its obligations hereunder deemed a default by reason Seller in the fulfillment of any lawan obligation. IN NO EVENT SHALL SELLER, regulationITS DIRECT OR INDIRECT PARTNERS, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalMEMBER OR MEMBERS OWNERS, OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE, ATTORNEY, OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY, BEYOND ITS INTEREST IN THE REAL 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 (COLLECTIVELY, THE "CLAIMS"), AND PURCHASER HEREBY WAIVES THE CLAIMS.

Purchaser’s Remedies. If (x) In the event Seller shall default in any fails to consummate the sale of its obligations the Property pursuant to be performed on the Closing Date this Agreement or (y) Seller shall default otherwise materially defaults in the performance of any of its obligations hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material obligations respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall apply to be performed Seller’s obligation to deliver the documents required under Section 7.2 to Escrow Agent on or prior to the Closing Date andDate), Purchaser shall elect, as its sole remedy, either (i) to terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing, and recover the Xxxxxxx Money (including the Non-Refundable Xxxxxxx Money), together with any and all Purchaser's Costs (as 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 default under this clause such termination) and Seller shall be free to offer the Property for sale to third parties, or (yii) only, such default shall continue for twenty (20) days after notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain enforce specific performance of Seller’s the obligations of Seller hereunder, provided that the remedy of specific performance will not be applicable with respect to the 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 and Purchaser shall not be entitled to any entitlement to special, consequential or punitive 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 shall be commenced within against Seller on or before sixty (60) days after notice following the Closing Date or, having given such notice, fails to file a lawsuit asserting said claim or cause of such default action in Gwinnett County, Georgia within ninety (90) days following the Closing Date. Purchaser’s remedies shall be limited to those described in Sections 6.2, 6.3 and 6.4, and Purchaser hereby expressly waives and relinquishes any and all rights to pursue any other remedy at law or in equity. IN NO EVENT SHALL SELLER OR ANY OFFICER, DIRECTOR, SHAREHOLDER, MEMBER, PARTNER, EMPLOYEE OR AGENT OF SELLER HAVE ANY 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 terminate this Agreement third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Section 3, and receive a return (iii) to any potential lender in connection with any proposed financing of the DownpaymentProperty; provided, it being understood that if Purchaser fails no rate lock fees paid prior to commence an action for specific performance within sixty five (605) business days after such notice of default, Purchaser’s sole remedy before Closing (as initially scheduled) shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained herein, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC Approvalincluded.

Purchaser’s Remedies. If (x) Subject to the provisions hereof, if Seller shall default fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any of its obligations to be performed on the Closing Date or (y) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Sellerrespect, Purchaser shall elect, as its sole remedy remedy, either to (i) terminate this Agreement by reason thereof giving Seller timely written notice of such election prior to or at Closing and recover the Earnxxx Xxxey, (in lieu ii) enforce specific performance, or (iii) waive said failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of prosecuting an its intent to file a claim or assert a cause of action for damages specific performance against Seller on or proceeding with any other legal course before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of conductaction in the county in which the Property is located within two (2) months following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. Notwithstanding anything herein to the contrary, the Purchaser's right to bring 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, in such actions or proceedings being hereby expressly and voluntarily waived by instance, Purchaser following and upon advice of its counsel) shall have the right to specific performance of only the following obligations to Seller hereunder: (iv) solelySeller'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, to the extent not otherwise defined or deemed to be Permitted Exceptions, (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 (2) liens or encumbrances involuntarily created and capable, in the event aggregate, of a willful default being removed by Seller, to seek to obtain specific performance the payment of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty money not in excess of Fifty Thousand Dollars (60) days after notice of such default or (ii) to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained herein, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC Approval.$50,000.00); and

Purchaser’s Remedies. If (x) In the event Seller shall default in any of fails to perform its obligations pursuant to be performed on the this Agreement (other than a breach of representation or warranty) for any reason except failure by Purchaser to perform hereunder, Purchaser may elect, as its sole remedies, to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing Date or (yb) Seller shall default in the enforce specific performance of any the obligations of its material obligations to be performed prior to the Closing Date Seller and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice upon delivery of the Documents and the Purchaser's Information to Seller, Purchaser as its sole remedy by reason thereof (recover the Earnest Money in lieu of prosecuting an action for damages or proceeding accordance with any other legal course of conductSection 7.4, the right lesx xxx Xndependent Consideration which shall be paid to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in Seller. In the event of a willful default material breach of representation or warranty by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days Seller discovered by Purchaser after notice of such default or (ii) to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of defaultClosing, Purchaser’s sole remedy shall be 's remedies are limited to receive a return of the Downpayment those described in accordance with Article 30 belowSection 8.4. Upon such return of the DownpaymentIN NO EVENT SHALL SELLER, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained hereinITS DIRECT OR INDIRECT PARTNERS, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawSHAREHOLDERS, regulationOWNERS, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalOR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE, ATTORNEY, OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY, BEYOND ITS INTEREST IN THE REAL 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 (COLLECTIVELY, THE "CLAIMS"), AND PURCHASER HEREBY WAIVES THE CLAIMS.

Purchaser’s Remedies. If (x) Seller shall defaults on its obligations hereunder, or Other Sellers default in any of its their obligations to be performed on under the Closing Date Other Purchase and Sale Agreements at or (y) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date andfor any reason, or if prior to Closing any one or more of Seller’s, or, with respect to the Other Purchase and Sale Agreements, Other Sellers’, representations or warranties or covenants are breached in any default under this clause material respect (y) onlysubject to the provisions of Section 4.4 hereof and of the Other Purchase and Sale Agreements and the first Sentence of Section 9.3 hereof and of the Other Purchase and Sale Agreements), and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or cure period shall continue for twenty (20) days after notice apply if Seller fails to Sellerconsummate the sale of the Membership 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 remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty either to (60a) days after terminate this Agreement by giving Seller timely written notice of such default 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 Membership Interests hereunder, or (iic) 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 and receive a return of the Downpayment, it being understood that in its entirety if Purchaser fails to commence an action for specific performance within sixty (60) days after such deliver to Seller written notice of defaultits intent to proceed otherwise on or before ten (10) Business Days following the scheduled Closing Date or, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those having given notice that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained herein, Purchaser shall only have the right it intends to seek specific performance if Seller willfully defaultsperformance, fails to file a lawsuit asserting such claim or cause of action in New York County, New York within two months following the scheduled Closing Date. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawEXCEPT FOR iSTAR’S POTENTIAL LIABILITY PURSUANT TO SECTION 9.4, regulationIN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalSHAREHOLDERS, 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, THE MEMBERSHIP INTERESTS, THE REAL PROPERTY OR THE IMPROVEMENTS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.”

Purchaser’s Remedies. If (x) Seller shall default in any fails to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to be performed on Closing for any reason except failure by Purchaser to perform hereunder, and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date or (yPurchaser hereby agreeing to give such written notice to Seller within one (1) Seller shall default in the performance Business Day after Purchaser first learns of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to 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 remedy, either to (a) terminate this Agreement by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after giving Seller timely written notice of such default election prior to or at Closing and recover the Exxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (iic) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. If Purchaser elects to terminate this Agreement and receive a return as provided in the preceding sentence, Seller shall reimburse Purchaser for an amount equal to the lesser of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (601) days after such notice of default, Purchaser’s sole remedy actual third-party out-of-pocket costs and expenses (including reasonable attorneys’ fees, costs and disbursements) related to the negotiation of this Agreement and the transactions contemplated hereby and Purchaser’s due diligence, or (2) $60,000. Purchaser’s remedies shall be limited to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided described in this Agreement to survive the termination Section 10.2 and Sections 10.3 and 10.4 hereof. Notwithstanding anything to the contrary contained hereinIN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawSHAREHOLDERS, regulationMEMBERS, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalMANAGERS, 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 is in default of this Agreement, for any reason, which default is not cured within two (x2) business days after written notice from Purchaser to Seller shall default in any of its obligations such breach (except for breach to be performed close on the Closing Date in accordance with the terms and provisions of this Agreement, for which no notice or (y) Seller cure shall default in the performance of any of its material obligations to be performed prior to the Closing Date andrequired or allowed), with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Seller, Purchaser as its Purchaser’s sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right shall be to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after notice of such default or (ii) to terminate this Agreement and receive a return of the DownpaymentDeposit (including the Non-Refundable Deposit), it being understood that if and Seller shall pay to Purchaser fails to commence any and all “Purchaser’s Costs” (defined below) incurred as of the date of such termination, (ii) xxx for specific performance, provided an action for therefor is commenced within ninety (90) days of the alleged default, or (iii) only in the event that specific performance within sixty (60) days after such notice of defaultis unavailable because Seller has sold the Property to another party or otherwise has willfully taken an action that prevents Purchaser from obtaining specific performance, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 belowxxx for actual, but not consequential or punitive, damages. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are Except as expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained hereinforegoing sentence, in no event shall Purchaser shall only have the a right to seek specific damages from Seller. For purposes of this Agreement, “Purchaser’s Costs” shall mean the actual verifiable expenses incurred by Purchaser, paid or payable to (1) (A) Purchaser’s attorneys in connection with the 10722467 negotiation of this Agreement or the proposed purchase of the Property, (B) to third party consultants in connection with the performance if Seller willfully defaults. of examinations, inspections and/or investigations of the Property or (C) to any potential lender in connection with any proposed financing of the Property to the extent not covered in Section (2) hereof, such items (A)-(C) in an amount not to exceed, in the aggregate, $75,000, and (2) so long as Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable has provided at least two (2) business days prior written notice to Seller of its intention to complete such “rate lock” or if Seller “spread lock”, to any potential lender for any non-refundable “rate lock” or “spread lock” deposits or fees or rate cap purchase costs paid not more than five (5) business days prior to the Closing Date in connection with any proposed financing, not to exceed, in the aggregate, the sum of $650,000.00. Seller’s obligation to pay the Purchaser’s Costs shall be unable to obtain the No Action Letter or the PSC Approvalsurvive any termination of this Agreement.

Purchaser’s Remedies. If (x) In the event Seller shall default in any of fails to perform its obligations pursuant to be performed on the Closing Date or (y) Seller shall default in the performance of this Agreement for any of its material obligations reason except failure by Purchaser to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Sellerperform hereunder, Purchaser shall elect, as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conductremedy, the right either to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solelyterminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and, upon delivery of the Documents and the Purchaser's Information, recover the Earnest Money in acxxxxxxxe with Section 6.4, or (ii) enforce specific performance. Notwithstanding anything herein to the event 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 willful default by Seller, to seek to obtain specific performance claim or assert a cause of Seller’s obligations hereunder, provided that any action for specific performance against Seller on or before ninety (90) days following the Closing Date or, having given such notice fails to file a lawsuit asserting said claim or cause of action in Duval County, Florixx, xithin one hundred eighty (I 80) days following the Closing Date. Purchaser's remedies shall be commenced within sixty (60) days after notice of such default or (ii) limited to terminate this Agreement those described in Sections 6.2. 6.3 and receive a return of the Downpayment6.4. IN NO EVENT SHALL SELLER, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of defaultITS DIRECT OR INDIRECT PARTNERS, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the DownpaymentSHAREHOLDERS, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained hereinOWNERS OR AFFILIATES, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawANY OFFICER, regulationDIRECTOR, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalEMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY 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.

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 as a result of a breach of a representation or warranty in any material respect which is not cured 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 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 shall default in any timely written notice of its obligations such election prior to be performed on or at Closing and recover the Closing Date Xxxxxxx Money or (y) Seller shall default waive said failure or breach and proceed to Closing without any reduction in the performance of any of its material obligations to be performed prior to the Closing Date andPurchase Price. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, with respect to any default under this clause (y) onlySHAREHOLDERS, such default shall continue for twenty (20) days after notice to SellerOWNERS OR AFFILIATES, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conductANY OFFICER, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solelyDIRECTOR, in the event of a willful default by SellerEMPLOYEE OR AGENT OF THE FOREGOING, to seek to obtain specific performance of Seller’s obligations hereunderOR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, provided that any action for specific performance shall be commenced within sixty (60) days after notice of such default or (ii) to terminate this Agreement and receive a return of the DownpaymentCAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of defaultWHETHER BASED ON CONTRACT, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the DownpaymentCOMMON LAW, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereofSTATUTE, EQUITY OR OTHERWISE. Notwithstanding anything to the contrary contained hereinin this Agreement, Purchaser shall only have if as of the right to seek specific performance if Closing date, Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller or if Seller shall be is unable to obtain the No Action Letter 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 PSC Approvalrights and obligations which, by their terms, survive the termination hereof.

Purchaser’s Remedies. If (x) Seller shall default in any fails to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to be performed on Closing for any reason except failure by Purchaser to perform hereunder, and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Purchaser or the Closing Date (except no notice or (y) cure period shall apply if Seller shall default in fails to consummate the performance sale of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to SellerProperty hereunder), Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right to elect one of the following remedies as its sole and exclusive remedy: (i) solelyto terminate this Agreement, in receive a refund of the event of a willful default by SellerDeposit and xxx for damages, to seek to obtain (ii) specific performance of Seller’s obligations hereunderunder this Agreement, provided that any action for specific performance shall be commenced within sixty (60) days after notice of such default or (iiiii) to terminate waive such breach and close this transaction subject to such breach. Notwithstanding anything herein to the contrary, Purchaser shall not be entitled to damages in excess of Purchaser’s out of pocket costs and expenses in connection with this Agreement and receive a return of the DownpaymentProperty, it being understood that if Purchaser fails not to commence an action for specific performance within sixty (60) days after such notice of defaultexceed $200,000. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the DownpaymentSHAREHOLDERS, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained hereinMEMBERS, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawOWNERS, regulationOR AFFILIATES, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Purchaser’s Remedies. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, Purchaser shall elect, as its sole remedy, either to (xi) terminate this Agreement by giving Seller written notice of such election, in which event the Xxxxxxx Money less the Non-Refundable Amount shall be returned to Purchaser by Escrow Agent and Seller shall default 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, (B) to any of its obligations prospective lender as an application or commitment fee, rate lock or other non-refundable fee, and (C) to be performed on the Closing Date or (y) Seller shall default unrelated and unaffiliated third party consultants in connection with the performance of any 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 or (iii) waive said failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its material obligations intent to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu file a claim or assert a cause of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any 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 file a lawsuit asserting such claim or cause of action in the county in which the Property is located within three (3) months following the scheduled Closing Date. Purchaser's remedies shall be commenced within sixty (60) days after notice of such default or (ii) limited to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided described in this Agreement to survive the termination hereofSection 10.2 and Sections 10.3 and 10.4. Notwithstanding anything to the contrary contained hereinIN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawMEMBERS, regulationSHAREHOLDERS, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalOWNERS 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 (x) Seller shall default in Lender Agent or any of its obligations Lender fails to be performed on deliver the Lender Closing Date or (y) Seller shall default in the performance of any of its material obligations Documents pursuant to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, Section 3.2 hereof and such default shall continue remains uncured for twenty thirty (2030) days after notice to SellerLender Agent or Xxxxxx’s receipt of Notice thereof from Purchaser, Purchaser shall have the right, as its sole remedy by reason thereof and exclusive remedies to either (in lieu of prosecuting a) bring an action against Lenders and/or Lender Agent for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain specific performance to enforce the terms of Seller’s obligations hereunder, this Agreement (provided that the commencement of any action for specific performance shall must be commenced instituted within sixty (60) 30 days after notice the occurrence of such default (which, for avoidance of doubt, default is only deemed to have occurred after the expiration of the foregoing thirty (30) day cure period) and if such action is not commenced within such time frame, Purchaser shall be deemed to have waived the right to bring an action for specific performance), or (iib) to terminate this Agreement and receive a return of the Downpaymentupon Notice to Lender Agent, it being understood that if Purchaser fails to commence an action for specific performance within sixty in which case, (60i) days after such notice of default, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall thereupon terminate and become void and of no further force or effect, (ii) Lenders, severally, shall be responsible for reimbursing Purchaser for their respective pro rata share of Purchaser’s reasonable out-of-pocket costs actually incurred to third parties in connection with this Agreement and the Short Sale Agreement in an aggregate amount not to exceed $100,000, which reimbursement obligation shall survive the Closing or the earlier termination or expiration of this Agreement, and (iii) neither party hereto Lender Agent, Lenders nor Purchaser shall have any further rights or obligations hereunder under this Agreement, except for those that those, if any, which are expressly provided in this Agreement stated to survive the termination hereof. Notwithstanding anything to the contrary contained herein, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter Closing or the PSC Approvalearlier termination or expiration of this Agreement.

Purchaser’s Remedies. If (x) Seller shall default fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any of its obligations to be performed on the Closing Date or (y) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Sellerrespect, Purchaser shall elect, as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conductremedy, the right either to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solelyterminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, in the event of a willful default by Seller, to seek to obtain (ii) enforce specific performance or (iii) waive said failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of Seller’s obligations hereunder, provided that any 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 file a lawsuit asserting such claim or cause of action in the county in which the Property is located within six (6) months following the scheduled Closing Date. Purchaser’s remedies shall be commenced within sixty (60) days after notice of such default or (ii) limited to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided described in this Agreement to survive the termination Section 10.2 and Sections 10.3 and 10.4 hereof. Notwithstanding anything to the contrary contained hereinIN NO EVENT SHALL EITHER SELLER’S OR PURCHASER’S DIRECT OR INDIRECT PARTNERS, Purchaser shall only have the right to seek specific performance if Seller willfully defaults. Purchaser shall have no right of specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any lawSHAREHOLDERS, regulationOWNERS OR AFFILIATES, or other legal requirement applicable to Seller or if Seller shall be unable to obtain the No Action Letter or the PSC ApprovalANY 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 (x) Seller shall default in any of its obligations to be performed on the Closing Date or (y) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after notice of such default or (ii) to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained hereinin this Agreement, if Closing does not occur due to a Seller default, then Purchaser may, as Purchaser’s sole and exclusive remedy hereunder and at Purchaser’s option, either (a) terminate this Agreement by 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 notice of termination, Escrow ImanageDB:4161238.11 Agent shall refund the Xxxxxxx Money 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) upon notice to Seller not more than thirty (30) days after 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 only 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 the right any rights or obligations under this Agreement, except for those obligations which expressly survive Closing. Purchaser’s failure to seek specific performance if Seller willfully defaultsas aforesaid shall constitute its election to proceed under clause (a) above. Purchaser shall have no right acknowledges and agrees that the waivers, releases and other provisions contained in this Section 7.1 as well as elsewhere in this Agreement, were a material factor in Seller’s acceptance of specific performance the Purchase Price and agreement to the terms of this Agreement, and that Seller is unwilling to sell the Property to Purchaser unless Seller is released and indemnified as expressly set forth herein. The 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, if Seller shall be prohibited from performing its obligations hereunder known by reason Purchaser, would materially affect Purchaser’s release of Seller. _____________ (Purchaser’s Initials) Purchaser acknowledges and agrees that Purchaser, together with Purchaser’s counsel, has fully reviewed the disclaimers, waivers, releases, indemnities, etc., set forth in this Agreement, and understands the significance and effect thereof. The terms and conditions of this Section 7.1 will expressly survive the Closing, will not merge with the provisions of any lawclosing documents, regulation, or other legal requirement applicable to Seller or if Seller shall and will be unable to obtain incorporated into the No Action Letter or the PSC ApprovalDeed.

Purchaser’s Remedies. If (x) Seller shall default in any of its obligations to be performed on the Closing Date or (y) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for twenty (20) days after notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being hereby expressly and voluntarily waived by Purchaser following and upon advice of its counsel) shall have the right (i) solely, in the event of a willful default by Seller, to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after notice of such default or (ii) to terminate this Agreement and receive a return of the Downpayment, it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such notice of default, Purchaser’s sole remedy shall be to receive a return of the Downpayment in accordance with Article 30 below. Upon such return of the Downpayment, this Agreement shall terminate and neither party hereto shall have any further rights or obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained hereinin this Agreement, if Closing does not occur due to a Seller default, then Purchaser may, as Purchaser’s sole and exclusive remedy hereunder and at Purchaser’s option, either (a) terminate this Agreement by 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 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 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) upon notice to Seller not more than thirty (30) days after 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 only 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 the right any rights or obligations under this Agreement, except for those obligations which expressly survive Closing. Purchaser’s failure to seek specific performance if Seller willfully defaultsas aforesaid shall constitute its election to proceed under clause (a) above. Purchaser shall have no right acknowledges and agrees that the waivers, releases and other provisions contained in this Section 7.1 as well as elsewhere in this Agreement, were a material factor Schedule 9.3.6-112 1379426.v9 ImanageDB:4161238.11 in Seller’s acceptance of specific performance the Purchase Price and agreement to the terms of this Agreement, and that Seller is unwilling to sell the Property to Purchaser unless Seller is released and indemnified as expressly set forth herein. The 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, if Seller shall be prohibited from performing its obligations hereunder known by reason Purchaser, would materially affect Purchaser’s release of Seller. _____________ (Purchaser’s Initials) Purchaser acknowledges and agrees that Purchaser, together with Purchaser’s counsel, has fully reviewed the disclaimers, waivers, releases, indemnities, etc., set forth in this Agreement, and understands the significance and effect thereof. The terms and conditions of this Section 7.1 will expressly survive the Closing, will not merge with the provisions of any lawclosing documents, regulation, or other legal requirement applicable to Seller or if Seller shall and will be unable to obtain incorporated into the No Action Letter or the PSC ApprovalDeed.